The Registrar of Companies, Kanpur imposed penalties for violation of Section 134 of the Companies Act, 2013 after finding that the company failed to disclose changes in its board of directors in the Board’s Report for the financial year 2018–19. An inspection revealed that one director had resigned and new directors were appointed during the year, but these changes were not reported as required under Section 134(3)(q) read with the Companies (Accounts) Rules, 2014. Despite issuance of a show cause notice, neither the company nor the officer in default submitted any reply or sought a hearing. In the absence of any explanation, the Adjudicating Officer concluded that the statutory disclosure obligation was breached and imposed penalties under Section 134(8). Accordingly, a penalty of ₹3,00,000 was levied on the company and ₹50,000 on the officer in default, with directions to rectify the default and pay the penalties within the prescribed period, reinforcing the importance of accurate and complete board disclosures.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/12-2025/KN/01204 Dated: 16/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(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, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to AL-NAJIB MILLI MUTUAL BENEFITS NIDHI LIMITED [herein after known as Company] bearing CIN U65991UP1990PLC011827, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at MAJEED GANJ, NAJIBABAD NA NAJIBABAD BIJNOR UTTAR PRADESH INDIA 246763
Individual details:
In the matter relating to IZFARUL HAQ ZAKI ——-
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Inspection ordered by the O/o DGCoA vide letter No. CL-II-01/33/2024-O/o DGCoA-MCA dated 27.06.2024. The IO has reported in his report dated 17.03.2023 that ?On Examination of signatory detail available on MCA21 Registry it is observed that Mr. Mehfoozur Rehman Khan has resigned from the directorship on 11.10.2018 and Mr. Naim Ahmad and Mr. Afakur Rahman have appointed as director in company on 11.12.2020. However, the directors have failed to include the detail of change in directors during the financial year 18-19 in board report as mandated under section 134(3)(q) of the Companies Act, 2013. The Company has itself admitted to the default in its reply?. Therefore, it is violation of Section 134(3)(q) of the Companies Act, 2013 read with rule 8 of Companies Accounts Rules, 2014. The O/o DGCoA vide letter dated 10.09.2024 directed to take penal action.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard.
E. Order:
1. This office issued Show Cause Notice on 22.08.2025 to the company and every officer of the Company who is in default for failure to include the details of the change in Directors during the Financial Year 2018-2019 in the board report as per section 134(3)(q) of the Companies Act, 2013 read with rule 8 (5) (iii) of Companies (Accounts) Rules 2014.
More than 30 days have expired from issue of Show Cause Notice, no response has been received till date. The company and every officer of the Company who is in default have also not requested for hearing. In the said circumstances, penalty as applicable as mentioned below is being imposed upon the company and every officer of the Company who is in default as per Section 134 (8) of the Companies Act, 2013.
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 | AL-NAJIB MILLI MUTUAL BENEFITS NIDHI LIMITED having CIN as U65991UP1990P LC011827 | 300000 | 0 | 300000 | |
| 2 | IZFARUL HAQ ZAKI having DIN as 00102647 | 50000 | 0 | 50000 |
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 Noida 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.
Himanshu Shekhar,
Registrar of Companies
ROC Kanpur
