The Registrar of Companies (ROC), Mumbai I imposed penalties under Section 102(5) of the Companies Act, 2013 on two directors for incorrectly classifying special business as ordinary business in an AGM notice, thereby avoiding the requirement of providing an explanatory statement under Section 102. The issue came to light during an inspection ordered by the Ministry of Corporate Affairs, where it was observed that the AGM notice dated 1 September 2021 for the meeting held on 30 September 2021 improperly treated special business as ordinary business. The directors admitted the default during the adjudication hearing through their authorized representative. ROC held that such classification was intended to avoid disclosure obligations attached to special business items. The adjudicating officer further clarified that the company did not qualify as a “small company” during the relevant financial year and therefore could not claim the benefit of reduced penalties under Section 446B. Consequently, penalties of ₹50,000 each were imposed on the two directors, payable from their personal sources, with directions to comply within 90 days and liberty to appeal before the Regional Director.
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/02270 | Dated: 25/05/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 102(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 OM SHYAMJI FOODS PRIVATE LIMITED [herein after known as Company] bearing CIN U15400MH2008PTC187366, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 119,VEENA BEEN SHOPING CENTRE,GURU NANAK ROAD, BANDRA (W) NA MUMBAI MAHARASHTRA INDIA 400050
Individual details:
In the matter relating to ANIL KUMAR GUPTA _________
In the matter relating to RAGHAV GUPTA ANILKUMAR _________
C. Provisions of the Act:
Without prejudice to the provisions of sub-section (4), if any default is made in complying with the provisions of this section, every promoter, director, manager or other key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees or five times the amount of benefit accruing to the promoter, director, manager or other key managerial personnel or any of his relatives, whichever is higher.]]]
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Ministry, vide its letter No. CL-II-07-489/2021 dated 02.03.2022, had ordered an Inspection in the matter of subject Company. Accordingly, an Inspection was carried out and Inspection Report was submitted on 23.05.2023. Further, the Company has also filed a suo-moto adjudication application vide eForm GNL-1 having SRN No. AB5757182 in this regard.
Whereas the IO during the inspection observed that, the AGM notice dated 01.09.2021 for AGM held on 30.09.2021 contains the special business as an ordinary business and the IO concluded that it had been done with intention to avoid providing explanatory statement could have to be annexed to the notice of AGM dated 30.09.2021 in contravention of provisions of section 102 of the Companies Act, 2013.
Whereas, you are also directed to provide details of businesses transaction during the said meeting along with copy of notice and minutes.
2. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer granted an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025 at 04:17 PM (IST) and notice bearing ID: EH/ADJ/12-2025/MB/00955.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/09-2025/MB/02644 dated 10.10.2025 was issued to every promoter, director, manager or other key managerial personnel of the company who is in default namely Mr. ANIL KUMAR GUPTA (Director) and Mr. RAGHAV GUPTA ANILKUMAR (Director) (hereinafter referred to as the noticees) under Section 454 read with Section 102(5) for default under Section 102 of the Act.
B. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer granted an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025 at 04:17 PM (IST) and notice bearing ID: EH/ADJ/12-2025/MB/00955 dated 09.12.2025 was issued for the same.
C. The scheduled hearing was attended by Mr. Parth Joshi, Practicing Company Secretary who has admitted the default on behalf of the all the noticees and submitted that the Company was Small Company during the period of default.
D. Based on IO report and a suo moto adjudication application, and submission made during E-hearing, it is observed that the AGM notice dated 01.09.2021 for AGM held on 30.09.2021 contains the special business as an ordinary business and it had been done with intention to avoid providing explanatory statement which could have to be annexed to the notice of AGM dated 30.09.2021 in contravention of provisions of section 102 of the Act.
E. The period of default can be considered as the requisite date of not less than twenty-one days before the date of the meeting that is 09.09.2021. However, in the instant case the date of notice for AGM was 01.09.2021 that is prior to the requisite date for notice for AGM to be issued. Thus, the date of default is considered as the date of Notice that is 01.09.2021. As per the financial statements filed for the immediately preceding FY 2020-2021, the paid-up share capital and turnover of the Company was Rs. 2,00,00,000/- and Rs. 16,24,34,127/-. Thus, the Company does not fall under definition of Section 2(85) of the Act during the relevant period.
F. Therefore, every promoter, director, manager or other key managerial personnel of the company who is in default viz; Mr. ANIL KUMAR GUPTA (Director) and Mr. RAGHAV GUPTA ANILKUMAR (Director) shall be liable to a penalty of Rs.50,000/-(Rupees Fifty Thousands only) under the provisions of Section 102(5) for default of Section 102 of the Act.
G. 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 Thousands only) each on its director who are in default namely Mr. ANIL KUMAR GUPTA (Director) and Mr. RAGHAV GUPTA ANILKUMAR (Director) under Section 102(5) 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 | ANIL KUMAR GUPTA having DIN as 01495712 | NA | 50000 | 0 | 50000 |
| 2 | RAGHAV GUPTA ANILKUMAR having DIN as 06948758 | NA | 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 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
