Registrar of Companies (ROC), Chhattisgarh, issued an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 173(1) due to failure to hold mandatory board meetings during FY 2022–23. An inspection revealed that the company had not conducted any board meetings as required by law. The company contended that non-compliance resulted from extraordinary circumstances, including incarceration of directors and sealing of its premises, leading to business inactivity. However, the ROC rejected this defense, noting that defaults continued even after the directors’ acquittal and no genuine steps were taken to restore compliance. Consequently, penalties under Section 450 were imposed, including ₹2,00,000 on the company and ₹50,000 each on three directors. The company and its officers were directed to rectify the default and pay penalties within 90 days, with an option to appeal within 60 days before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chhattisgarh
Registrar of Companies cum Official Liquidator, 1st Floor, Ashok Pingley Bhawan, Municipal Corporation, Nehru Chowk,
Bilaspur, Chhattisgarh, India, 495001
Phone: (07752)-250092(D),250094
E-mail: roc.bilaspur@mca.gov.in
Order ID: PO/ADJ/03-2026/BP/01777 | Dated: 24/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026appointed 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 YALSCO REAL ESTATE & AGRO FARMING LIMITED [herein after known as Company] bearing CIN U70101CT2010PLC022218, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. 83, RIDDHI SIDDHI COLONY DONGARGAON ROAD NA RAJNANDGAON CHATTISGARH INDIA 491441
Individual details:
In the matter relating to PREMLAL DEWANGAN______
In the matter relating to MAMTA KIRAN DEWANGAN______
In the matter relating to NISHA DEWANGAN________
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – An inspection u/s 206(5) of the Companies Act 2013 was ordered by the Ministry into the affairs of the company and during the course of inspection, it was observed that the company has not conducted any board meeting for the F.Y. 2022-23 in accordance with the provisions of section 173 of the Companies Act, 2013. As per the provisions of section 173(1) of the Companies Act, 2013, every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board.
Based on the above facts, it is evident that the company and its officers in default have failed to comply with the provisions of section 173 (1) of the Companies Act, 2013, thereby attracting penal provisions under Section 450 of the Companies Act, 2013.
2. No request for e-hearing was made either by the Company or by the officers in default. Accordingly, no e-hearing was scheduled in the matter.
E.Order:
1. In response to the Show Cause Notice, it was submitted vide email dated 11/03/2026 that the defaults were caused by a supervening impossibility-the prolonged and unjust incarceration of the directors from 16/05/2016 until acquittal on 24/08/2021 and the official sealing of the company’s assets and registered office by the state authorities. It was further submitted that the company had ceased all operations since 2015, there was no business to transact, and therefore, the question of holding board meetings for routine administrative purposes did not arise when the very existence of the company was under litigation. The failure to hold meetings was not a deliberate contravention of the law but was caused by circumstances entirely beyond the control of the directors.
The above contentions are not tenable. The company and officers in default have failed to demonstrate any bona fide intention/steps taken to comply with the said provisions of the Companies Act, 2013. Further, it is observed that even after the acquittal of the directors, no adequate or timely steps were taken to ensure compliance with the statutory requirements under the Act. The period of default extends beyond the date of acquittal, and therefore, the company cannot take shelter under the plea of impossibility for such continued non-compliance. The reply furnished by the company is, therefore, found to be unsatisfactory.
Based on the submissions made and facts of the case, it is evident that the company and its officers in default failed to comply with the provisions of the section 173 of the of the Companies Act, 2013. Accordingly, the Company and its officers in default are liable for penal action under the Companies Act, 2013.
Therefore, I am imposing penalty as prescribed under section 450 of the Companies Act, 2013 on the company and its officers in default for the aforementioned non-compliance.
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 | YALSCO REAL ESTATE & AGRO FARMING LIMITED having CIN as U70101CT2010P LC022218 | 200000 | 0 | 200000 | |
| 2 | PREMLAL DEWANGAN having DIN as 03334596 |
50000 | 0 | 50000 | |
| 3 | MAMTA KIRAN DEWANGAN having DIN as 03334618 | 50000 | 0 | 50000 | |
| 4 | NISHA DEWANGAN having DIN as 03334656 |
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 Hyderabad 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.
Sudhir Kapoor,
Registrar of Companies
ROC Chhattisgarh
