The Registrar of Companies, Gwalior, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for non-compliance with Section 184 relating to disclosure of directors’ interests. During inspection, it was found that directors were involved in transactions with entities in which they also held positions but failed to disclose their interest through Form MBP-1 as required by law. Despite being issued a show cause notice and given an opportunity of hearing, the directors neither appeared nor complied. The adjudicating authority held that such non-disclosure constituted a clear violation of statutory obligations, making the directors liable for penalty under Section 184(4). Accordingly, a penalty of ₹1,00,000 was imposed on each defaulting director. The order further directed rectification of the default and payment within 90 days, failing which additional consequences would follow, along with the right to appeal within the prescribed period.
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/01816 | Dated: 25/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 184(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 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:
(4) If a director of the company contravenes the provisions of sub-section (1) or subsection (2), such director shall be liable to a penalty of one 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 184 of the Companies Act, 2013
During the inspection of books of accounts and records of the company, it is noticed that the directors of the subject company under inspection were also common directors in the company/ firm /entity with whom various transaction has been carried out, but no disclosure of interest was found to be given by the directors about their interest in the company/ firm /entity in Form MBP-1 in compliance with Section 184 of the Companies Act, 2013 read with Rule 9 of the Companies(Meeting of Board and its Powers) Rules, 2014. As per Section 184 (2) of the Companies Act, 2013, which states as under:-
?Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.
Therefore, the directors of the company in default are liable for necessary penal action for violation of Section 184 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/03164 dated 22.12.2025 was issued to its Officers in default (hereinafter referred to as the notices) under Section 454 read with Section 184 of the Companies Act, 2013. The company is under liquidation.
B. In Inspection report, 10 has marked the violation of section 184 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 12:30 PM (1ST) and notice bearing ID: EH/ADJ/02-2026/GL/01156 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 records of the company, it is noticed that the directors of the subject company under inspection were also common directors in the company/ firm /entity with whom various transaction has been carried out, but no disclosure of interest was found to be given by the directors about their interest in the company/ firm /entity in Form MBP-1 in compliance with Section 184 of the Companies Act, 2013 read with Rule 9 of the Companies(Meeting of Board and its Powers) Rules, 2014. As per Section 184 (2) of the Companies Act, 2013, which states as under:- Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested. Therefore, the directors of the company in default are liable for necessary penal action for violation of Section 184 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, if a director of the company contravenes the provisions of sub-section (1) or sub-section (2) of Section 184, such director shall be liable to a penalty of one 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. 1,00,000/- (Rupees One Lakh) on its Officers in default under Section 184 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 |
100000 | 0 | 100000 | |
| 2 | SATISH MANGLANI having DIN as 00585162 |
100000 | 0 | 100000 |
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
