Section 134(8) Penalty Imposed for Omission of Secretarial Audit Comments in Board’s Report: ROC Gwalior
The Registrar of Companies, Gwalior, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 134(8) arising from non-compliance with Section 134(3)(f)(ii). During an inspection under Section 206(5), it was observed that the Secretarial Audit Report for the financial year ended 31.03.2022 recorded a delay in filing e-Form IEPF-2 relating to unclaimed dividend of ₹200 for FY 2011-12, but the Board’s Report did not contain any explanation or comments on this adverse observation as required under Section 134(3)(f)(ii). A show cause notice was issued, and the company contended that the Secretarial Auditor had made only an observation and not a qualification, reservation, adverse remark or disclaimer. The Adjudicating Officer rejected this contention, holding that the reported non-compliance with the prescribed timeline for filing e-Form IEPF-2 constituted an adverse remark requiring explanation in the Board’s Report and that subsequent filing with additional fees did not remove this statutory obligation. The company was held to have failed to comply with Section 134(3)(f)(ii). A penalty of ₹3,00,000 was imposed on the company and ₹50,000 on the Managing Director identified as the officer in default, while the remaining individuals were shown with zero penalty. The notified noticees were directed to rectify the default and pay the applicable penalty within 90 days.
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/06-2026/GL/02448 Dated: 29/06/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) 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 EKI ENERGY SERVICES LIMITED [herein after known as Company] bearing CIN L74200MP2011PLC025904, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 201, PLOT NO. 48., SCHEME NO. 78,PART-II, VIJAY NAGAR (NEAR BRILLIANT CONVENTION C ENTRE) NA INDORE INDORE MADHYA PRADESH INDIA 452010
Individual details:
In the matter relating to SONALI SHEIKH ———
In the matter relating to MOHIT KUMAR AGARWAL——-
In the matter relating to ITISHA SAHU —–
In the matter relating to MANISH KUMAR DABKARA ——-
In the matter relating to RITESH GUPTA ——
In the matter relating to NAVEEN SHARMA ——
In the matter relating to BURHANUDDIN ALI HUSAIN MAKSI WALA ——-
In the matter relating to PRIYANKA DABKARA——-
In the matter relating to ASTHA PAREEK —–
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, 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 company EKI ENERGY SERVICE LIMITED (CIN: L74200MP2011PLC025904) has approached Registrar of companies by filing an application of Adjudication under section 454 of the Companies Act, 2013 for Adjudication of Penalties for Non-compliance of Section 134(3)(f)(ii) of the companies Act, 2013. During the course of inspection, the inspecting officer has been observed that from the company secretarial audit report financial statements and records for the financial year ended on 31.03.2022 has unclaimed dividend for FY 2011-12 aggregating to Rs. 200 which was required to be transferred to Investor Education and Protection Fund (IEPF). It was further observed that the company has failed to file e-form IEPF-2 within the prescribed time and the same remained pending as on the date of the inspection report, reportedly due to technical difficulties. However, despite the adverse observation made by the Secretarial Auditor, the Board of Directors failed to provide any explanation or comments in its Board?s Report as required under section 134(3)(f)(ii) of the Companies Act, 2013. Therefore, the company and its officers/directors in default were considered to be in violation of the provisions of section 134(3)(f)(ii) of the Companies Act, 2013 and liable for penal action u/s 134(8) of the act.
2. During inspection conducted under Section 206(5) of the Companies Act, 2013, it was observed that the Secretarial Audit Report for the financial year ended 31.03.2022 contained observations regarding delay in filing e-Form IEPF-2 relating to the unclaimed dividend for FY 2011-12 aggregating to Rs.200/-.
It was further observed that despite the said observation in the Secretarial Audit Report, the Board’s Report did not contain any explanation or comments thereon as contemplated under Section 134(3)(f)(ii) of the Companies Act, 2013.
Accordingly, Show Cause Notice No. SCN/ADJ/05-2026/GL/04638 dated 30.05.2026 was issued.
E. Order:
1. The submissions made by the noticees have been duly considered.
The principal contention raised is that the Secretarial Auditor had merely recorded an observation and not a qualification, reservation, adverse remark or disclaimer. This contention has been carefully examined.
On perusal of the Secretarial Audit Report, it is observed that the Company Secretary in Practice specifically recorded noncompliance with the provisions relating to filing of e-Form IEPF-2 within the prescribed period. Such reporting is not a mere narrative observation but constitutes an adverse remark regarding statutory compliance requiring explanation by the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.
The subsequent filing of e-Form IEPF-2 together with payment of additional filing fees may mitigate the consequences of the underlying default but does not obliterate the statutory obligation of the Board to provide its comments or explanation in the Board’s Report regarding the adverse remark made by the Secretarial Auditor.
Accordingly, this office is satisfied that the Company failed to comply with the provisions of Section 134(3)(f)(ii) of the Companies Act, 2013.
It is further submitted that the Company, pursuant to a Board Resolution dated 26.03.2021, designated Shri Manish Kumar Dabkara, Managing Director, as the Officer in Default under the provisions of Section 2(60) of the Companies Act, 2013 and filed Form GNL-3 with the Registrar of Companies vide SRN ABB641577 dated 26.03.2021.
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 | EKI ENERGY SERVICES LIMITED having CIN as L74200MP2011P LC025904 | 300000 | 0 | 300000 | |
| 2 | SONALI SHEIKH having DIN as 08219665 | 0 | 0 | 50000 | |
| 3 | MOHIT KUMAR AGARWAL having DIN as 09459334 | 0 | 0 | 50000 | |
| 4 | ITISHA SAHU having PAN as KCZPS1660D |
0 | 0 | 50000 | |
| 5 | MANISH KUMAR DABKARA having DIN as 03496566 |
50000 | 0 | 50000 | |
| 6 | RITESH GUPTA having DIN as 00223343 | 0 | 0 | 50000 | |
| 7 | NAVEEN SHARMA having DIN as 07351558 | 0 | 0 | 50000 | |
| 8 | BURHANUDDIN ALI HUSAIN MAKSI WALA having DIN as 08326766 | 0 | 0 | 50000 | |
| 9 | PRIYANKA DABKARA having DIN as 08634736 | 0 | 0 | 50000 | |
| 10 | ASTHA PAREEK having DIN as 09659754 | 0 | 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
