The Registrar of Companies, Gwalior, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 192 relating to non-cash transactions involving directors. During inspection of financial statements for multiple years, it was found that the company had entered into non-cash transactions with its directors or related persons without obtaining prior approval through a special resolution in a general meeting, as mandated by law. Although records suggested compliance, no supporting resolution (Form MGT-14) was found on the MCA portal. The company and its officers failed to appear for the hearing, further weakening their position. The adjudicating authority held that such approval is mandatory and non-compliance attracts penalty under Section 450. Consequently, penalties of ₹50,000 each were imposed on the defaulting directors. The order also directed rectification of the default and outlined the procedure for appeal within the prescribed timeframe.
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/01815 | Dated: 25/03/2026
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. 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:
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 l[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 – 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 192 of the Companies Act, 2013.
During the inspection of books of accounts and financial statements of the company filed for the financial year ended on 31.03.2015, 31.03.2016, 31.03.2017, 31.03.2018 and 31.03.2019, it is observed that ?The company has entered into non-cash transactions with directors or persons connected with him and the provisions of Section 192 of the Companies Act, 2013 have been complied with.? However, upon examination of the records of the company available on MCA Portal (Form MGT-14), it is noticed that no special resolution has been passed for the approval of the said transaction, while in compliance of Section 192 (1) of the Companies Act, 2013; which states as under:-
192. Restriction on non-cash transactions involving directors. ?
(1) No company shall enter into an arrangement by which?
(a) director of the company or its holding, subsidiary or associate company or a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or
(b) the company acquires or is to acquire assets for consideration other than cash, from such director or person so connected, unless prior approval for such arrangement is accorded by a resolution of the company in general meeting and if the director or connected person is a director of its holding company, approval under this sub-section shall also be required to be obtained by passing a resolution in general meeting of the holding company.
Therefore, the directors of the company in default have violated Section 192 of the Companies Act, 2013.
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/03166 dated 22.12.2025 was issued to its Officers in default (hereinafter referred to as the notices) under Section 454 read with Section 450 of the Companies Act, 2013. The company is under liquidation.
B. In Inspection report, 10 has marked the violation of section 192 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 12:00 PM (1ST) and notice bearing ID: EH/ADJ/02-2026/GL/01155 dated 02.02.2026 was issued. No directors and its authorised representative had appeared in the hearing.
C. During the inspection of books of accounts and financial statements of the company filed for the financial year ended on 31.03.2015, 31.03.2016, 31.03.2017, 31.03.2018 and 31.03.2019, it is observed that the company has entered into non-cash transactions with directors or persons connected with him and the provisions of Section 192 of the Companies Act, 2013 have been complied with. However, upon examination of the records of the company available on MCA Portal (Form MGT-14), it is noticed that no special resolution has been passed for the approval of the said transaction, while in compliance of Section 192 (1) of the Companies Act, 2013; which states as under:- 192. Restriction on non-cash transactions involving directors. (1) No company shall enter into an arrangement by which (a) a director of the company or its holding, subsidiary or associate company or a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or (b) the company acquires or is to acquire assets for consideration other than cash, from such director or person so connected, unless prior approval for such arrangement is accorded by a resolution of the company in general meeting and if the director or connected person is a director of its holding company, approval under this sub-section shall also be required to be obtained by passing a resolution in general meeting of the holding company. Therefore, the directors of the company in default have violated Section 192 of the Companies Act, 2013.
D. The period of default is considered from the date on which Inspection has been ordered against the company, that is 11.05.2022. Accordingly, the company and every officer of the company who is in default or such other person shall be 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.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 50,000/- (Fifty Thousand) on its Officers in default under Section 450 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 | RAJENDRA MANGLANI having DIN as 00326307 |
50000 | 0 | 50000 | |
| 2 | SATISH MANGLANI having DIN as 00585162 |
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 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
