Non-Disclosure of Secretarial Standards in Board Report Attracts Penalty Under Companies Act; ROC Penalises Company Because Board Report Omitted Mandatory Secretarial Standards Statement; Revised Board Report Did Not Erase Earlier Compliance Default, Says ROC; ROC Orders Penalty for Violation of Section 118(10) Over Defective Board Report
The Registrar of Companies (ROC), Mumbai-I imposed penalties under Section 118(11) of the Companies Act, 2013 on HD Fire Protect Limited and its Managing Director for failure to disclose compliance with Secretarial Standards in the Board Report for the financial year 2019-20. The company admitted in a suo motu adjudication application that the Board Report approved on 26.09.2020 omitted the required disclosure regarding compliance with Secretarial Standards, resulting in contravention of Section 118(10) read with Section 134(5)(f) of the Act and Clause 9 of Secretarial Standard SS-1. Although a revised Board Report was approved on 10.07.2025, the ROC held that the default commenced from the date of signing the defective report. Consequently, a penalty of ₹25,000 was imposed on the company and ₹5,000 on the Managing Director. The ROC also directed payment within 90 days and clarified that the company was not eligible for small company benefits.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/05-2026/MH/02155 Dated: 15/05/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 118(11) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 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 HD FIRE PROTECT LIMITED [herein after known as Company] bearing CIN U29270MH1997PLC107536, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at O-611, 6TH FLOOR, RUNWAL R SQUARE OPP. VEENA NAGAR, L. B. S. MARG, MULUND WEST NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400080
Individual details:
In the matter relating to HARISH NARSHI DHARAMSHI —–
C. Provisions of the Act:
(11) If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Registrar of Companies, Mumbai – I (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application on 29.08.2025 The instant Adjudication Application filed by the Company and Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) (hereinafter referred to as the Applicants) under Section 454 of the Companies Act, 2013 (hereinafter referred to as the Act) on account of Non disclosure about confirmation on compliance with secretarial standards in board report for financial year 2019-2020 which resulted in contravention of Section 118(10) of the Act.
Whereas Section 118(10) of the Act reads as follows (10) Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.
Whereas the applicants have stated that the Board Report prepared for Financial year 2019-2020 did not include disclosure about confirmation on compliance with secretarial standards in board report for financial year 2019-2020 in contravention of Section 118(10) of the Act. Whereas the Applicants are requested to submit certified copy of board report approved on 26.09.2020 for financial year 2019-2020.
2. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/03-2026/MH/04056 dated 16.04.2026 was issued to the Company and its Officers in default namely Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) (hereinafter referred to as the Noticees) under Section 454 read with Section 118(11) for default under Section 118(10) of the Act.
B. The noticees submitted their reply on 23.04.2026 on E-adjudication portal along with certified copy of board report approved during the board meeting held on 26.09.2020 and revised copy of board report during the board meeting held on 10.07.2025 for financial year 2019-2020.
C. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
D. On perusal of the said Suo Motu Application and reply submitted by the Applicants, it is observed that:
a. Under the provisions of section 118(10) of the Act, Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.
b. Under the provisions of Section 134(5)(f) of the Act the Directors Responsibility Statement referred to in clause (c) of subsection (3) shall state that? the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
c. Clause 9 of the Secretarial Standard (SS-1) states that the Report of the Board of Directors shall include a statement on compliances of applicable Secretarial Standards.
E. In view of the above, the Applicant Company was required to make disclosure in board report regarding the compliance with secretarial standards. However, the Company failed to disclose the same in the Board report approved during the board meeting held on 26.09.2020 in contravention of Section 118(10) read with Section 134(5)(f) of the Act read with Clause 9 of the Secretarial Standard (SS-1). Thereafter, the revised board report was approved during the board meeting held on 10.07.2025. Thus, the default period is considered as the date of singing the defective Board report that is 26.09.2020. Ergo, the Company and every officer of the company who is in default shall be liable for penalty under Section 118(11) of the Act.
F. The Company and its every officer in default viz; Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) shall be liable to a penalty of Rs.25,000/- (Rupees Twenty-Five Thousand only) and its every officer in default viz; Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) shall be liable to a penalty of Rs. 5,000/- (Rupees Five thousand only) under the provisions of Section 118(11) of the Act. The Company does not fall within the definition of Small Company under Section 2(85) of the Act during the period of default.
G. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances, I hereby impose a penalty of Rs. 25,000/- (Rupees Twenty-Five Thousand only) and Rs.5,000/- (Rupees Five thousand only) on the officer in default viz; Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) under the penal provisions of Section 118(11) for default under section 118(10) read with Section 134(5)(f) of the Act read with Clause 9 of the Secretarial Standard (SS-1) on account of failure to disclose regarding compliance with secretarial standards in board report approved during the board meeting held on 26.09.2020.
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 | HD FIRE PROTECT LIMITED having CIN as U29270MH1997P LC107536 | NA | 25000 | 0 | 25000 |
| 2 | HARISH NARSHI DHARAMSHI having DIN as 00033062 | NA | 5000 | 0 | 5000 |
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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai I
