Penalty Reduced as CIN Non-Disclosure Held Not a Continuous Default

The appeal was filed against an adjudication order dated 16.10.2025 passed by the Registrar of Companies (RoC), Goa under Section 12(8) of the Companies Act, 2013 for non-mentioning of CIN on documents filed with Form AOC-4. The appellant argued that the defect related to letterheads was a one-time default and that the show cause notice was time-barred. The RoC contended that the violation was a continuing offence. Upon hearing both sides, the authority held that the non-compliance under Section 12(3)(c) was not continuous in nature and was limited to specific instances where letterheads without CIN were used. It found no violation for financial years 2015–16 and 2017–18, but confirmed default for three instances in FY 2016–17. The earlier order was modified, and a penalty of ₹3,000 was imposed on the company and ₹3,000 each on three directors, totaling ₹12,000, with directions for timely payment.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
RD Mumbai
Everest 5th Floor, 100 Marine Drive, Mumbai, Maharashtra, India, 400002

Appeal Order ID: PO/ADJ/04-2026/MUM/000226 | Dated: 24-04-2026

To the appellant(s),
1. INDU PACKAGING (DAMAN) LIMITED 
2. VYOMA HEMENDRA SHETH
3. HEMENDRA HIMATLAL SHETH, 
4. SAMARTH HEMENDRA SHETH, 

AND

the respondent ROC Goa

Appeal under section 454 of the Companies Act, 2013read with rule 4 and 5 of the Companies (Adjudication of Penalties) Rules, 2014 against the order for adjudication of penalty dated 16-10-2025 of the ROC Goa issued under section 12(8) of the Companies Act, 2013.

A. Facts about the case:

1. An appeal in e-Form ADJ vide SRN AB9700606 dated 10-12-2025 under section 454 of Companies Act, 2013 was filed by the appellant INDU PACKAGING (DAMAN) LIMITED in reference to the subject cited above.

i) A personal E-Hearing was given to the appellant on 24/02/2026. Mr. Kaushik D. Nahar, Practicing Company Secretary (PCS), attended the e-hearing on behalf of the Appellants as their Authorized Representative and Ms. Trupti Sharma, Registrar of Companies-cum-Official Liquidator, Goa, (RoC) attended the hearing.

ii) The PCS has pointed out the defects in ROC Adjudication Order that Letter Head is not mentioned u/s. 12(3)(c) of the Act for mentioning the CIN as mandatory requirement and even if it is assumed that Letter Head falls under the category of business letter category as mentioned u/s.12(3)(c) of the Act, then also it is one time default for used Letter Head in 03 years annual filing of AOC-4 containing Notice of AGM, Director’s Report and Financial Statements.

The PCS further stated that the offence was committed in F.Y. 2018-19. The SCN was issued on 09/09/2025. As per the Limitation Act, 1963, the SCN has to be issued within a period of 03 years from the date of submission of Financial Statements.

iii) The ROC, Goa in its counter reply letter dt.30/12/2025 denied all the submissions / grounds made for appeal and opposed the application and stated that offence is of continuing nature and ROC had issued show cause notice covering said year of contravention of provision of Section 12 of the Companies Act, 2013 and order has been passed u/s.12(8) of the Companies Act, 2013. The ROC, Goa, has relied upon adjudication order passed by ROC, Delhi, wherein, he has also passed similar order u/s.12 treating it as a continuous default.

iv) During argument / hearing in the Adjudication Appeal proceeding, the Learned PCS has admitted that CIN was not mentioned in the Director’s Report for the year 2016-17 and further stated that this was one time default under Section 12(3)(c) of the Companies Act, 2013 and should not be treated as continuous default. The PCS further stated that CIN is not required to be mentioned on Financial Statements for Financial Year 2014-15 & 2017-18.

However, RoC stated that Director’s Report is also part of the Financial Statement within the purview of Section 137(1) of the Act.

v) After hearing PCS and ROC, Goa, this forum is of the opinion that the violation of Section 12(3)(c) of the Act is for non-mentioning of CIN on Letterheads used in filing Form AOC-4 containing notice of AGM, Director’s Report and Financial Statements for F.Y. 2015-16, 2016-17 & 2017-18 is not a continuous offence and the non-compliance is confined to the event of number of Letterheads used on which CIN was not printed. Hence, it is observed that in F.Y. 2015-16 & 2017-18, no Letterhead has been used for filing AOC-4 in respect of Director’s Report and Financial Statements. Hence, no violation for mentioning CIN on the Letterhead for the said F.Y. 2015-16 & 2017-18.

vi) It is further observed that 03 Letterheads were used in filing AOC-4 in the Director’s Report and copy of the notice of AGM for F.Y. 2016-17, wherein, non-compliance of Section 12(3)(c) of the Act, 2013 is confirmed as ordered by ROC, Goa, in her Adjudication Order for imposing the penalty.

vii) It is observed that such non-compliance is not continuous in nature and therefore, the Adjudication Order dt.16/10/2025 of the RoC is modified under Section 454(7) of the Act and penalty of Rupees 1,000/- is imposed for each offence totaling to Rs.1,000 X 3 = Rs.3,000/- for three events of non-compliance u/s.12(3)(c) of the Companies Act, 2013. As such, Rs.3,000/-is levied upon the company and also on 03 directors (each) namely Vyoma Hemendra Sheth, Hemendra Himatlal Sheth and Samarth Hemendra Sheth for F.Y. 2016-17 only. Therefore, total fine payable by appellants is Rs.12,000/-.

viii) The present appeal is disposed of with direction to the appellants to pay penalty imposed by this forum within 90 days, failing which, RoC is directed to file prosecution under Section 454(8) of the Act.

E. Order:

1. Hence, in exercise of powers conferred under sub-section (7) of section 454 of the Companies Act, 2013, the details of penalty imposed on the appellant(s) shall be as follows:

2. The notified appellant(s) shall rectify the default mentioned above and pay the penalty, as applicable, within 60 days of receipt of the order.

3. The notified appellants shall pay the penalty amount via ‘Appeal dashboard’ 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 ‘Appeal dashboard’ portal itself. It is also directed that the penalty so imposed upon the appellants shall be paid from their personal sources/income.

4. Accordingly, the appeal is disposed with a direction to the ROC Goa to initiate action in accordance with the provisions of section 454(8) of the Companies Act, 2013 in case of non-payment of penalty within the prescribed time limit.

JairajJairaj Kale,
Office of Regional Director
RD Mumbai