The Registrar of Companies, Gwalior, imposed penalties under Section 454 of the Companies Act, 2013 for violation of Section 188 relating to related party transactions. The company and its directors entered into related party contracts without passing the required Board resolution and failed to comply with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014. Additionally, both directors were interested parties and participated in such transactions, violating statutory provisions. Despite being given an opportunity of hearing, the directors failed to appear. Considering the period of default from FY 2014–15 to 2018–19, the adjudicating authority imposed a penalty of ₹5 lakh each on the defaulting directors. The order emphasizes strict compliance with corporate governance norms and mandates rectification and payment within 90 days, failing which further consequences may follow under the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Gwalior
Registrar Of Companies, 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh, India, 474009
Phone: 0751-2321907
Fax: 0751-2631853
E-mail: roc.gwalior@mca.gov.in
Order ID: PO/ADJ/03-2026/GL/01820 Dated: 25/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 188(5)(ii) 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 DHANLAXMI SOLVEX PRIVATE LIMITED [herein after known as Company] bearing CIN U15141MP2006PTC018304, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 201, BANSI PLAZA, 581 M.G. ROAD, NA INDORE MADHYA PRADESH INDIA 452001
Individual details:
In the matter relating to RAJENDRA MANGLANI ——
In the matter relating to SATISH MANGLANI —–
C. Provisions of the Act:
(5) Any director or any other employee of a company, who had entered into or authorised the contract or arrangement in violation of the provisions of this section shall,?
i. in case of listed company, be liable to a penalty of twenty-five lakh rupees; and
iii. In case of any other company, be liable to a penalty of five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The adjudication of the company ?DHANLAXMI SOLVEX PRIVATE LIMITED? (CIN: U15141MP2006PTC018304) under section 454 of the Companies Act 2013 for Adjudication of Penalties for Non-compliance of Section 188 of the companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its powers) Rules 2014. As per the Inspection report dated 26.07.2023 – During the Inspection of Books of accounts, Records and financial statements of the company from the FY 2014-15 to FY 2018-19, it is observed that the company failed to comply with Rule 15 of the Companies (Meeting of Board and Its Powers) Rules, 2014 as the company has not passed any Board Resolution for the contract and arrangement entered into by the company with the related party. Further, the director who is interested in any contract or arrangement with a related party shall not be present at the meeting at the time of discussion, but in the subject company under inspection there were only two directors, and both were interested in the contracts and arrangements entered with the related party. Therefore, the directors of the company in default have violated Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and Its Powers) Rules, 2014.
2. As per the adjudication sanction after the inspection of the company, the matter has been taken up and opportunity of being heard has been given to the applicants on 27.02.2026.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/12-2025/GL/03113 dated 19.12.2025 was issued to its Officers in default (hereinafter referred to as the notices) under Section 454 read with Section 188 of the Companies Act, 2013. The company is under liquidation.
B. In Inspection report, IO has marked the violation of section 188 of Companies Act, 2013, accordingly the matter has been taken up and an opportunity of being heard was granted by the Adjudicating Officer to its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 27.02.2026 at 02:30 PM (IST) and notice bearing ID: EH/ADJ/02-2026/GL/01163 dated 02.02.2026 was issued. No directors and its authorised representative had appeared in the hearing.
C. The adjudication of the company DHANLAXMI SOLVEX PRIVATE LIMITED (CIN: U15141MP2006PTC018304) under section 454 of the Companies Act 2013 for Adjudication of Penalties for Non-compliance of Section 188 of the companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its powers) Rules 2014. As per the Inspection report dated 26.07.2023 – During the Inspection of Books of accounts, Records and financial statements of the company from the FY 2014-15 to FY 2018-19, it is observed that the company failed to comply with Rule 15 of the Companies (Meeting of Board and Its Powers) Rules, 2014 as the company has not passed any Board Resolution for the contract and arrangement entered into by the company with the related party. Further, the director who is interested in any contract or arrangement with a related party shall not be present at the meeting at the time of discussion, but in the subject company under inspection there were only two directors, and both were interested in the contracts and arrangements entered with the related party. Therefore, the directors of the company in default have violated Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and Its Powers) Rules, 2014.
D. The period of default is considered from 01.04.2014 to 31.03.2019. Accordingly, Any director or any other employee of a company, who had entered into or authorised the contract or arrangement in violation of the provisions of this section shall,
i. in case of listed company, be liable to a penalty of twenty-five lakh rupees; and
ii. In case of any other company, be liable to a penalty of five lakh rupees.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 5,00,000/- (Rupees Five Lakh) on its Officers in default under Section 188 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 | RAJENDRA MANGLANI having DIN as 00326307 |
500000 | 0 | 500000 | |
| 2 | SATISH MANGLANI having DIN as 00585162 |
500000 | 0 | 500000 |
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.
Anjali Pokhriyal,
Registrar of Companies
ROC Gwalior
