The Registrar of Companies (ROC), Ahmedabad, issued an adjudication order under Section 454 of the Companies Act, 2013 against Om Yash Projects Limited and its Managing Director, Hirenkumar Lavjibhai Kanani, for violating Section 172 of the Act. The adjudicating authority, appointed by the Ministry of Corporate Affairs through Gazette Notification S.O. 831(E) dated 24 March 2015, examined a suo-motu adjudication application submitted through Form GNL-1 on 10 September 2025. During the company’s internal due diligence and secretarial audit, it was identified that the entity had not complied with the requirement under Section 149(4), read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2013 (as amended in 2017), relating to the appointment of independent directors. The company became a public company on 27 July 2024, making the provision for mandatory independent directors applicable from that date. However, the company appointed three independent directors only on 16 October 2024. As a result, the default continued for 81 days—from 26 July 2024 to 16 October 2024—until compliance was achieved. The company and its Managing Director acknowledged this lapse in their suo-motu application.
Upon reviewing the facts and the legal provisions, the ROC noted that Section 172 prescribes a penalty of ₹50,000 and an additional ₹500 per day for continuing failure, subject to maximum limits of ₹3,00,000 for a company and ₹1,00,000 for an officer in default. Considering the duration of non-compliance and the statutory framework, the adjudicating officer imposed penalties of ₹91,000 each on Om Yash Projects Limited and on Hirenkumar Lavjibhai Kanani. No additional penalty for continuing default beyond rectification was applied, as the failure had already been corrected on 16 October 2024. The order further directs the company and the individual to rectify the lapse, if not already rectified, and to remit the penalty within 90 days of receiving the order. Penalty payments must be made through the MCA’s e-Adjudication portal using the respective login credentials, and officers in default must ensure that the penalty is paid from personal funds.
Additionally, the order clarifies the process for appeal under Section 454(5) and 454(6). Any appeal must be filed before the Regional Director, Ahmedabad, within sixty days from receipt of the order, using Form ADJ along with a certified copy of the adjudication order. The ROC also cautions that failure to pay the imposed penalty within the prescribed timeframe will attract further consequences under Section 454(8) of the Companies Act, 2013. This adjudication order thus records the company’s period of non-compliance, reflects its voluntary disclosure, and concludes with the imposition of statutory penalties as required under the Act.
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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/00857 | Dated: 18/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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, 2014 for 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
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed GNL-1 vide SRN AB6673355 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 directors as per requirement of provisions of section 149(4) of the Companies Act, 2013. The subject company was converted into a public company on 27.07.2024. Therefore, the provisions of Section 149(4) for appointments of an independent directors became applicable from the date of conversion of the company. However, the company appointed three independent directors w.e.f. 16.10.2024. Thus, default was from the date of applicability of notification of Rule 4 and continued from 26.07.2024 to 16.10.2024(81 days) and the default was made good on 16.10.2024. The penal provisions of section 172 of the Companies Act, 2013.
2. Suo-moto adjudication application filed by company and Hirenkumar L Kanani, Managing Director only.
E. Order:
1. As per the applicable provisions of the act.
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 | 91000 | 0 | 300000 | |
| 2 | HIRENKUMAR LAVJIBHAI KANANI having DIN as 06488039 | 91000 | 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
