The Registrar of Companies, Mumbai adjudicated a penalty under Section 454 for violation of Section 15(1) and 15(2) of the Companies Act, 2013 after the company and its directors filed a suo-motu application admitting failure to update the altered authorised share capital in every copy of the Memorandum while submitting e-Form MGT-14. Although a special resolution passed on 30.11.2018 approved the increase in authorised capital and corresponding alteration to the Memorandum, the filed attachment did not reflect the change, constituting a procedural default. The company argued the lapse was unintentional and sought leniency, and an e-hearing was conducted where the default was admitted. After examining the application, the Adjudicating Officer held that the omission violated Section 15(1) and imposed a penalty of ₹1,000 each on the company and its three directors under Section 15(2). The noticees were directed to rectify the default and pay the penalty within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/11-2025/MB/00877 Dated: 20/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 15(2) 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 CAPCHEM ELECTRICALS LIMITED [herein after known as Company] bearing CIN U42202MH2010PLC206771, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO 1401 & 1402, 14TH FLOOR, ORIANA BUSINESS PARK, ROAD NO. 22, WAGLE I.E. THANE THANE MAHARASHTRA INDIA 400604
Individual details:
In the matter relating to AMEYA ANAND GALGALI___________
In the matter relating to ANAND ANANT GALGALI___________
In the matter relating to ANUPAMA ANAND GALGALI ___________
C. Provisions of the Act:
If a company makes any default in complying with the provisions of sub-section (1), the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every copy of the memorandum or articles issued without such alteration
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application on 22.09.2025 filed by the Company and its three Directors namely Mr. Anand Anant Galgali (DIN: 03040593) and Mrs. Anupama Anand Galgali (DIN: 03040708) Mr. Ameya Galgali (DIN:07158173), (hereinafter referred to as the Applicants) under section 454 for default under Section 15(1) of the Companies Act, 2013 on account of failure to do noting alterations in every copy of memorandum or articles of Association while filing E-form MGT-14.
Whereas section 15(1) and 15(2) of the Act reads as follows:
(1)Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be.
(2) If a company makes any default in complying with the provisions of sub-section (1), the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every copy of the memorandum or articles issued without such alteration.
Whereas the Applicants have stated that the Company was incorporated with an authorized share capital of Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. Whereas, the members of the Company passed a Special resolution on 30.11.2018 for increasing Authorised share capital of the Company by Rs.4,00,00,000/-. Accordingly, Clause V (a) of the Memorandaum was altered.
Under the aforementioned provisions of the Act, the Company was required to note alteration made in the memorandum or articles of a company in every copy of the memorandum or articles. However, while filing E-form MGT 14 vide SRN H34114306 on 24.12.2018, the Company failed to note the aforesaid alteration in the copy of memorandum of the association attached with the E-form in contravention of provisions of section 15(1) of the Act.
Thus, the company and every officer who is in default shall be liable to a penalty under section 15(2) of the Act.
Further, the Noticees are hereby directed to clarify whether the provisions of Section 446B of the Act are applicable to them.
2. The Noticees requested for E-hearing and acceding to such request , an opportunity of being heard was granted by the Adjudicating Officer under the provisions of Section 454(4) of the Act on 19.11.2025 at 03:22 PM (IST) .Accordingly, a notice bearing ID: EH/ADJ/11-2025/MB/00886 dated 10.11.2025 was issued.
E. Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/10-2025/MB/02710 dated 13.10.2025 was issued to Company and its Officers in default (hereinafter referred to as the noticees) under Section 454 read with Section 15(2) for default under Section 15(1) of the Act.
B. The Applicants replied on the E-adjudication portal vide letter dated 03.11.2025 and submitted as under:
i. The Company had passed a Special resolution on 30th November 2018 for increasing its authorised share capital from 1,00,00,000/- to 4,00,00,000/- and accordingly altered Clause V(a) of the Memorandum of Association. The said alteration was duly approved and Form MGT-14 vide SRN H34114306 within the prescribed period.
ii. However, while filing the E- form MGT-14, due to oversight, the copy of the Memorandum of Association attached with the e-form did not reflect the all alteration with respect to authorised share capital. The said omission was purely procedural and unintentional, without any mala fide or intent to conceal information. The Company subsequently noted the alteration in all copies maintained and ensured that such error shall not recur.
iii. There was no mala fide or mens rea, in not complying and that the violation happened which was pure procedural and circumstantial and inadvertent; further, the Company was a private company on the day of default.
iv. The Company and Officers in default acted in bonafide manner, a sympathetic and lenient view be taken. Further, the contravention under Section 15(1) of the Act be adjudicated and waive the penalty fully for Applicants, for all the defaults mentioned in application.
v. If any penalty is to be levied, then only the minimum penalty be imposed on the Applicants. Further, the matter may kindly be considered expeditiously and fairly, and it is submitted that the Applicants deserve to be completely exonerated.
C. The Applicant also made a prayer for an opportunity of E- hearing. Accordingly, an opportunity of being heard was granted by the Adjudicating Officer to the said noticees under the provisions of Section 454(4) of the Act on 19.11.2025 at 03:22 PM (IST) and notice bearing ID: EH/ADJ/11-2025/MB/00886 dated 10.11.2025 was issued for the same.
D. Ms. Ashita Kaul, Practicing Company Secretary attended the scheduled E-hearing on behalf of all the noticees and admitted the default.
E. On perusal of the said Application, it is observed that the Members of the Company passed a special resolution on 30.11.2018 to alter the authorised share capital by changing the nomenclature of Redeemable Preference Shares. Under the provisions of Section 15(1) the Act, the Company was required to note such alteration made in the Memorandum or Articles of a company in every copy of the Memorandum or Articles. However, while filing E-form MGT 14 vide SRN H34114306 on 24.12.2018, the Company failed to note the aforesaid alteration in the copy of Memorandum of the Association attached with the said E-form in contravention of provisions of section 15(1) of the Act.
F. Accordingly, the Company and its every officer who is in default shall be liable to a penalty of one thousand rupees for every copy of the Memorandum or Articles issued without such alteration under Section 15(2) of the Act.
G. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose penalty of Rs.1000/- (Rupees One Thousands Only) each on the Company and its every Officers in Default namely ANAND ANANT GALGALI, Director (DIN: 03040593) , Ms. ANUPAMA ANAND GALGALI, Director (DIN: 03040708) and Mr. AMEYA ANAND GALGALI, Director (DIN: 07158173) under the penal provisions of Section 15(2) for default under Section 15(1) of the Act.
- 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 | CAPCHEM ELECTRICALS LIMITED having CIN as U42202MH2010P LC206771 | NA | 1000 | 0 | 1000 |
| 2 | AMEYA ANAND GALGALI having DIN as 07158173 |
NA | 1000 | 0 | 1000 |
| 3 | ANAND ANANT GALGALI having DIN as 03040593 | NA | 1000 | 0 | 1000 |
| 4 | ANUPAMA ANAND GALGALI having DIN as 03040708 | NA | 1000 | 0 | 1000 |
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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
