The Registrar of Companies, Gwalior, passed an adjudication order under section 454 of the Companies Act, 2013 for violation of section 88(1) read with section 88(5), relating to failure to maintain a register of members. During inspection, the company failed to produce the statutory register, indicating non-compliance with mandatory record-keeping requirements. Despite issuance of show cause notice and opportunity for hearing, no representative appeared before the authority. The company was already under liquidation, but the adjudicating officer held that this did not absolve compliance obligations. The default period was considered from the inspection initiation date. Consequently, penalties of ₹50,000 each were imposed on the defaulting directors, being the maximum prescribed for officers in default. The order directs rectification and payment within 90 days, with a right to appeal within 60 days. The ruling underscores the importance of maintaining statutory registers regardless of operational or liquidation status.
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/01817 | Dated: 25/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 88(5) 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 does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand 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 88(1) of the Companies Act, 2013
As per Inspection report dated 26.07.2023 – In compliance of Section 88 (1) of the Companies Act, 2013, every company shall keep and maintain the register of members indicating separately for each class of equity shares held by each member residing in or outside India. Upon the visit to the registered office of the company, no such register has been furnished. Thus, it appears that the company is not maintaining the Register of Members as provided in the Act. Therefore, the directors of the company in default have violated section 88(1) of the Companies Act, 2013 and are liable for penal action as mentioned thereunder.
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/03163 dated 22.12.2025 was issued to its Officers in default (hereinafter referred to as the notices) under Section 454 read with Section 88 of the Companies Act, 2013. The company is under liquidation.
B. In Inspection report, IO has marked the violation of section 88 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 01:00 PM (IST) and notice bearing ID: EH/ADJ/02-2026/GL/01159 dated 02.02.2026 was issued. No directors and its authorised representative had appeared in the hearing.
C. As per Inspection report dated 26.07.2023 – In compliance of Section 88 (1) of the Companies Act, 2013, every company shall keep and maintain the register of members indicating separately for each class of equity shares held by each member residing in or outside India. Upon the visit to the registered office of the company, no such register has been furnished. Thus, it appears that the company is not maintaining the Register of Members as provided in the Act. Therefore, the directors of the company in default have violated section 88(1) of the Companies Act, 2013 and are liable for penal action as mentioned thereunder.
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 company does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand 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. 50,000/- (Rupees Fifty Thousand) on its Officers in default under Section 88 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 |
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
