The Registrar of Companies, Ahmedabad issued an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 178(8). The matter concerns Om Yash Projects Limited and its Managing Director, who filed a suo motu application admitting non-compliance with requirements under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2013 and Section 177. The company was required to appoint independent directors and constitute an audit committee from 26.07.2024, following its conversion into a public company, but complied only on 16.10.2024. This resulted in a default period until 15.10.2024. After reviewing the facts, the Adjudicating Officer imposed penalties of Rs. 5,00,000 on the company and Rs. 1,00,000 on the Managing Director, with no additional per-day penalty. The parties must rectify the default and pay the penalty within 90 days through the MCA e-Adjudication portal. They may file an appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat, India, 380013
Phone: 079-27438531 E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/11-2025/AD/00855 | Dated: 13/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 178(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to OM YASH PROJECTS LIMITED [herein after known as Company] bearing CIN U74999GJ2017PLC096601, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OFFICE NO.1113, 11TH FLOOR AARON SPECTRA, RAJPATH RANGOLI ROAD, B/H RAJPATH CLUB, BODAKDEV NA AHMEDABAD AHMEDABAD GUJARAT INDIA 380054
Individual details:
In the matter relating to HIRENKUMAR LAVJIBHAI KANANI [herein after known as individual] having DIN 06488039 and having its address _____________
C. Provisions of the Act:
(8) In case of any contravention of the provisions of section 177 and this section, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed GNL-1 vide SRN AB6672999 dated 10.09.2025 in the matter of Suo moto adjudication application made by M/s. Om Yash Projects Limited and Mr. Hirenkumar Lavjibahi Kanani, Managing Director only. As per Suo moto adjudication application clause 7 regarding facts of case the company has stated that during internal due diligence and secretarial audit of the records of the company, it was pointed out that the company is failing within the criteria specified under Rule 4 of Companies (Appointment of and Qualification of Directors) Rules, 2013(Amended as per Amendment Rules, 2017 dated 05.07.2017) for appointment of Independent AND CONSTITUTION OF Audit Committee as per requirements of provisions of Section 177 of the Companies Act, 2013 and compliance with the other relevant provisions of Section 177 of the Act w. e. f. the date of the conversion of the company into public company i.e. 26.07.2024. However, the company appointed independent directors and constituted audit committee w. e. f. 16.10.2024. Thus, default was from the date of applicability of notification of Rule 4 and continued till 15.10.2024 and the default was made good on 16.10.2024. The penal provisions of section 178(8) of the Companies Act, 2013.
2. Suo-moto application made by subject company and Hirenkumar Lavjibhai Kanani, Managing Director only.
E. Order:
1. As per the applicable statutory provisions.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | OM YASH PROJECTS LIMITED having CIN as U74999GJ2017P LC096601 | 500000 | 0 | 500000 | |
| 2 | HIRENKUMAR LAVJIBHAI KANANI having DIN as 06488039 | 100000 | 0 | 100000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Ahmedabad within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
