The Ministry of Corporate Affairs, acting through the Registrar of Companies Mumbai, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 204 relating to secretarial audit requirements. The proceedings arose from a voluntary adjudication application after inspection revealed that the company failed to appoint a Secretarial Auditor and did not attach the Secretarial Audit Report to its financial statements for FY 2021–22. The default was considered to have commenced from the date of adoption of the financial statements by the Board and continued until the date the Secretarial Audit Report was eventually obtained, spanning 806 days. Although the company cited COVID-19 disruptions and absence of mala fide intent, the Adjudicating Officer held that statutory compliance under Section 204(1) is mandatory. As the company was not a “small company,” penalty relief under Section 446B was denied. Consequently, a penalty of ₹2 lakh each was imposed on the company and on every officer in default, with directions for payment, rectification, and information on appellate remedies.
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/01-2025/MB/00076 Dated: 19/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 204(4) 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 MERINO SHELTERS PRIVATE LIMITED [herein after known as Company] bearing CIN U45200MH2005PTC155215, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 101, MAN HOUSE, OPP.PAWAN HANS, S.V.ROAD, VILE PARLE (WEST), 101, MAN HOUSE, OPP.PAWAN HANS, S.V.ROAD, VILE PARLE (WEST), NA MUMBAI MAHARASHTRA INDIA 400056
Individual details:
In the matter relating to PRAMODKUMAR AWADH BEHARI TANDON…………..
In the matter relating to RENU PURSHOTTAM JALAN……………
In the matter relating to NIRANJAN DILIP MULEY…………….
In the matter relating to NIRSHU NARAYAN SINGH………….
C. Provisions of the Act:
(4) If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be liable to a penalty of two lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Company filed voluntary Adjudication Application towards violation of Section 204 of the Companies Act, 2013 for FY. 2021-2022 and also filed GNL-1 vide SRN N23632482 dt 07.12.2024. The Company in its Adjudication Application stated that an Inspection was conducted by IO wherein it was observed from the Financial Statements filed for the FY 2021-22 that the Company has not appointed the Secretarial Auditor to conduct the secretarial Audit. Further, as per AOC4 filed for FY 2021-2022 vide SRN F59200519dt 27.02.2023 it seems that Board Meeting for adoption of Financial Statements was conducted on 26.09.2022. Therefore start date for violation of Sec 204 is considered from 26.09.2022.
The Company in its Application stated that Secretarial Audit Report from PCS has been obtained. The copy of the same not provided, therefore company may be directed to submit the same.
2. The Noticees did not request for E-Hearing on the E-adjudication module and the Adjudicating Officer is also of the view that no E-hearing is required in the instant case.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/01-2025/MB/00496 dated 20.01.2025 was issued to Company and its Officers in default namely Renu Purshottam Jalan (Director), Pramodkumar Awadh Behari Tandon, (Director), Niranjan Dilip Muley, (Director) and Nirshu Narayan Singh, (Director), (hereinafter referred to as the Noticees) under Section 454 read with Section 204(4) for failure to appoint Secretarial Auditor in compliance with the provisions of Section 204(1) of the Act.
B. The noticees replied to the said show cause notice on the E-Adjudication module vide letter dated 27.01.2025 and submitted that:
i. The Company has obtained a Secretarial Audit Report dated 09.12.2024 for the Financial Year 2021-22 from Nidhi Bajaj & Associates, Practising Company Secretaries.
ii. The default committed under Section 204(1) of the Act was due to COVID-19 pandemic.
iii. The said default did not cause any specific harm or injury or financial or other loss to any party including the Company, its Directors and investors and it was neither wilful nor with malafide motive.
C. The Noticees did not request for E-Hearing on the E-adjudication module and the Adjudicating Officer is also of the view that no E-hearing is required in the instant case.
D. Based on the inspection report and the Financial Statements for the Financial Year 2021-22 filed in the E-Form AOC 4 vide SRN F59200519 dated 27.02.2023, it is observed that the Company has failed to attach the Secretarial Audit Report in contravention with the provisions of Section 204(1) of the Act.
E. Thus, the date of default is considered from 26.09.2022 that is the date of adoption of Financial Statements in the board meeting conducted till 09.12.2024 that is date of secretarial report obtained by the Company to be a total of 806 days.
F. The Subject Company does not fall within the definition of a Small Company under the provisions of Section 2(85) of the Act as it is subsidiary of Man Industries India Limited. Therefore, the provisions of Section 446B of the Companies Act, 2013 shall not be applicable to the Company and its officer in default.
G. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose a penalty of Rs.2,00,000/- (Rupees Three Lakh only) each on the Company and on its Officer in default namely Renu Purshottam Jalan (Director), Pramodkumar Awadh Behari Tandon, (Director), Niranjan Dilip Muley, (Director) and Nirshu Narayan Singh, (Director) under the penal provisions of Section 204(4) for default under Section 204(1) 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 | MERINO SHELTERS PRIVATE LIMITED having CIN as U45200MH2005P TC155215 | NA | 200000 | 0 | 200000 |
| 2 | PRAMODKUMAR AWADH BEHARI TANDON having DIN as 00364652 | NA | 200000 | 0 | 200000 |
| 3 | RENU PURSHOTTAM JALAN having DIN as 08076758 | NA | 200000 | 0 | 200000 |
| 4 | NIRANJAN DILIP MULEY having DIN as 09111499 | NA | 200000 | 0 | 200000 |
| 5 | NIRSHU NARAYAN SINGH having DIN as 08773638 | NA | 200000 | 0 | 200000 |
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
