The Registrar of Companies (ROC) Ahmedabad has issued an adjudication order against KHERIA AUTOCOMP LIMITED and its officers for violating Section 450 of the Companies Act, 2013, specifically related to the contravention of Section 10 read with Section 3A of the Act. The company, a public limited entity, failed to maintain the stipulated minimum of seven members during the period from March 23, 2023, to November 30, 2024. This non-compliance occurred due to an inadvertent transfer of shares in dematerialized mode by one shareholder to another existing shareholder, which reduced the total number of members to six. The company self-reported this oversight through a suo moto application and subsequently took corrective measures, restoring its membership to the required minimum by November 30, 2024.
During the adjudication process, a hearing was conducted. Kheria Autocomp Limited submitted that only one director, Mr. Vinay Kheria, should be considered the “officer in default” responsible for compliance. However, the ROC rejected this submission. The rejection was based on the finding that the e-Form GNL-3, which designates an officer as responsible for compliance, was filed after the relevant default period. Consequently, the Registrar determined that penalties were applicable to the company itself and multiple individuals. Penalties were imposed on KHERIA AUTOCOMP LIMITED, along with Mr. Vinay Kheria, Mr. Tara Chand Kheria, Mrs. Santosh Devi Kheria, and Ms. Sushma Kheria for the stated contravention of the Companies Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat, India, 380013
Phone: 079-27438531, E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/07-2025/AD/00475/ 1817 to 1822 Dated: 16/07/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (`THE ACT’) FOR VIOLATION OF SECTION 450 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 KHERIA AUTOCOMP LIMITED [herein after known as Company] bearing CIN U35923GJ2009PLC058554, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO.B6,B7 & B8,TATA VENDOR PARK, REVENUE SURVEY NO.1,VILLAGE. NORTHKOT PURA PLOT NO.B6,B7 & B8,TATA VENDOR PARK, REVENUE SURVEY NO.1,VILLAGE. NORTHKOT PURA NA SANAND Gujarat India 382170
Individual details:
the matter relating to TARA CHAND KHERIA [herein after known as individual] having DIN 00165643 and having its address at 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8, Satellite 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8, Satellite Ahmedabad Gujarat India 380015
In the matter relating to VINAY KHERIA [herein after known as individual] having DIN 00165718 and having its address at 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8, Satellite 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8, Satellite Ahmedabad Gujarat India 380015
In the matter relating to SANTOSH DEVI KHERIA [herein after known as individual] having DIN 02808460 and having its address at 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8 Opp. Vraj Vihar-8, Satellite, 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8 Opp. Vraj Vihar-8, Satellite, Ahmedabad Gujarat India 380015
In the matter relating to SUSHMA KHERIA [herein after known as individual] having DIN 02808465 and having its address at 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8, Satellite 701, Safal Param, Nr. Prahladnagar Garden, Opp. Vraj Vihar-8, Satellite Ahmedabad Gujarat India 380015
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[Iiable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed suomoto application in GNL-1 vide SRN N29239944, Form GNL-1 on 05.03.2025 under Section 454 of the Act to adjudicate the non-compliance of Section 10 of the Companies Act, 2013. The company citing in the application that company not having minimum stipulated seven members in the company during the period from 23.03.2023 to 30.11.2024 under Section 10 read with 3A of the Companies Act, 2013 which has occured due to a transfer of shares in dematerialized mode caused inadvertently. Oversight and other unavoidable unforeseen and compelling reasons or by mistake which led to an unintended and temporary in the number of members in the company. Om 23.03.2023, one of the shareholders namely Tarachand Kheria HUF holding 2,46,900 shares transferred the shares to another existing shareholder Mr. Vinay Kheria in dematerialized mode resulting in the reduction of the number of members in the company from minimum required seven members to six members, which caused a violation of Section 3(1)(a) read with Section 3A and Section 10 of the Companies Act, 2013 which mandates a minimum of seven members for a public limited company. Upom realizing the situation , the company took corrective measures to rectify the matter. The company’s membership has been restored to the required minimum of seven members, effective from 30th November, 2024.
2. In term of Section 454(4) of the Companies Act, 2013 read with Rules made thereunder, A hearing was scheduled on 09.07.2025.
E. Order:
1. The company vide reply dated 15.04.2025 has submitted that ?Mr. Vinay Kheria (DIN: 00165718), Director of the Company is officer in default and charged with the responsibility of compliance with the provisions of the Companies Act, 2013, the same is filed vide e-Form No. GNL-3 vide SRN number AB2538927?. However, on perusal of record it is revealed that the company has filed GNL-3 after the relevant period of default. Hence, submission of company is not sustainable. Accordingly, penalty is required to be levied on Company, Mr. Vinay Kheria and Mr. Tara Chanda Khera, Mrs. Santosh Devi Keria and Ms. Sushma Kheria.
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 | KHERIA AUTOCOMP LIMITED having CIN as U35923GJ2009P LC058554 | 200000 | 0 | 200000 | |
| 2 | TARA CHAND KHERIA having DIN as 00165643 | 50000 | 0 | 50000 | |
| 3 | VINAY KHERIA having DIN as
00165718 |
50000 | 0 | 50000 | |
| 4 | SANTOSH DEVI KHERIA having DIN as 02808460 | 50000 | 0 | 50000 | |
| 5 | SUSHMA
KHERIA having DIN as 02808465 |
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 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.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
