The Registrar of Companies, Delhi, imposed penalties under Section 56(6) of the Companies Act, 2013, for failure to comply with Section 56(4)(a) relating to timely issuance of share certificates to subscribers of the Memorandum of Association. The company, incorporated on 01.11.2022 with three subscribers, was required to deliver share certificates within two months of incorporation, i.e., by 31.12.2022. However, the certificates were issued only at the Board Meeting held on 10.03.2023, resulting in a delay of 67 days. The company voluntarily sought adjudication through Form GNL-1, accepted the default, and explained that the delay occurred due to difficulties in opening the company’s bank account and inadvertent oversight. The ROC held that the admitted delay constituted non-compliance with Section 56(4)(a) and that subsequent rectification did not negate the contravention. Accordingly, penalties of ₹50,000 each were imposed on the company and all three officers in default, with directions to pay the penalties and comply within the prescribed period.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi I
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/06-2026/DL/02293 Dated: 09/06/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 56(6) 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 KIMBAL PRIVATE LIMITED [herein after known as Company] bearing CIN U31909DL2022PTC406387, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. C-117, 1ST TO 4TH FLOOR NARAINA INDUSTRIAL AREA, PHASE 1 NARAINA INDUSTRIAL ESTATE NEW DELHI SOUTH WEST DELHI DELHI INDIA 110028
Individual details:
In the matter relating to AYUSH SINHAL —–
In the matter relating to ANIRUDH SINHAL—-
In the matter relating to SHIWANGI SINHAL —–
C. Provisions of the Act:
Where any default is made in complying with the provisions of sub-sections (1) to (5), the company 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 – This office is in receipt of application vide GNL-1 (SRN: N30902423 dated 24.05.2025) from the company for adjudication of penalties for default u/s 56(4)(a) of the Companies Act, 2013. As per the application, the following has been submitted:
i. That the Company was incorporated on 01.11.2022 and there were 03 subscriber to memorandum of association (MoA), namely, Ayushi Sinhal, Anirudh Sinhal and Shiwangi Sinhal.
ii. That company was required to issue share certificates to its subscribers to the MoA within two months of incorporation i.e. on or before 31.12.2022.
iii. That the Company delivered the share certificates to subscribers at the Board Meeting held on 10.03.2023 with a delay of 67 (Sixty-seven) days, i.e. from 01.01.2023 to 09.03.2023.
Thus, in view of the above, the adjudication officer has reasonable cause to believe that the subject company has not complied with the provision of section 56(4)(a) of the Companies Act.
The Company and the Noticee are hereby called upon to show cause as to why penal action under Section 56(6) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section 56(4)(a) of the Companies Act, 2013 of the said acts, may submit objections/ reply, if any.
2. No e-hearing have been sought by the Noticees.
E. Order:
1. 1. Whereas on facts of the case, an e-SCN (SCN/ADJ/11-2025/DL/02948) u/s 56(4)(a) of CA, 2013 was issued to the company and its officers on 28.11.2025. Response was received on 05.12.2025 wherein the company and the officer-in-default accepted non-compliance and stated that the default occurred due to an inadvertent oversight and that the default has been rectified.
2. Whereas the company was incorporated 01.11.2022, since the company was required to issue share certificates to its subscribers to the Memorandum of Association within two months of incorporation i.e. on or before 31.12.2022 u/s 56 of the Companies Act, 2013 but due to the delay in opening the bank account of the company, delivered the share certificates to subscribers at the Board Meeting held on 10.03.2023 with a delay of 67 (Sixty-seven) days, i.e. from 01.01.2023 to 09.03.2023 and this order relates to the company’s application on non-compliance of the filing with respect to delay in issue of share certificates u/s 56(4) (a) of Companies Act, 2013.
3. Whereas in the reply dated 05.12.2025, the Company and its Officers-in-default accepted the non-compliance and stated that the default occurred due to an inadvertent oversight and further requested to consider the matter with leniency as the default was unintentional.
4. Therefore, there is non-compliance of section 56(4)(a) of the Companies Act, 2013 and the penalty is levied on the Company and its Officers-in-default of the Company as per section 56(6) of Companies Act, 2013.
5. The matter has been adjudicated as per application and reason provided by the company in its application through e-form GNL-1 dated 24.05.2025. If this leads to any other non-compliance following under the provisions of the Companies Act, the company has the liberty to rectify the same by way of compounding, adjudication and application under section 131 or others as per the provisions of Companies Act, 2013.
6. Subject to consideration the company has to disclose this adjudication order and the reason(s) for such adjudication in their forthcoming Board’s Report.
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 | KIMBAL PRIVATE LIMITED having CIN as U31909DL2022P TC406387 | 50000 | 0 | 50000 | |
| 2 | AYUSH SINHAL having DIN as
06846758 |
50000 | 0 | 50000 | |
| 3 | ANIRUDH SINHAL having DIN as 09459163 | 50000 | 0 | 50000 | |
| 4 | SHIWANGI SINHAL having DIN as 09768677 | 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 Delhi 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.
Seema Rath,
Registrar of Companies
ROC Delhi I
