The Registrar of Companies (ROC) has issued an order imposing penalties on Oriental Matchem Ltd. and its directors for a violation of the Companies Act, 2013. The company failed to file Form PAS-6, the Reconciliation of Share Capital Audit Report, for the half-year ending March 31, 2025. This half-yearly filing is a requirement for unlisted public companies under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Since the Act does not provide a specific penalty for this default, the ROC invoked Section 450 to adjudicate the penalties.
In their response to the show-cause notice, the company and its directors, including Poonam Jain, Geetika Jain, and Sagarika Sawhney, admitted to the non-compliance but argued that it was not a willful default. They cited several reasons for the oversight, including no change in shareholding, the company’s small size, and the financial and administrative burden of filing repetitive “NIL” forms. However, the ROC rejected these contentions, stating that the filing requirement is mandatory for all unlisted public companies, regardless of shareholding changes, size, or financial performance. The order noted that the company had filed the pending forms belatedly on July 30, 2025.
Based on the company’s admission and the records, the ROC concluded that a penalty was necessary. The order imposes a penalty of Rs. 70,000 on the company and Rs. 50,000 on each of the three directors. The total penalty amounts to Rs. 2,20,000. The company and its directors are required to pay the penalty within 90 days. The order also provides instructions for making the payment and outlines the process for filing an appeal with the Regional Director in Ahmedabad within 60 days.
OVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chhattisgarh
ROC-cum-Official Liquidator, 1st Floor, Late Shri Ashok Pingley Bhawan of Municipal Corporation, Nehru Chowk, Bilaspur,
Chhattisgarh, India, 495001
Phone: (07752)-250092(D),250094
E-mail: roc.bilaspur@mca.gov.in
Order ID: PO/ADJ/08-2025/BP/00606 Dated: 20/08/2025
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 ORIENTAL MATCHEM LTD. [herein after known as Company] bearing CIN
U27109CT1990PLC009774, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 61, INDUSTRIAL ESTATE NANDINI ROAD NA BHILAI Durg Chattisgarh India 491001
Individual details:
In the matter relating to POONAM JAIN [herein after known as individual] having DIN 00207373 and having its address at HOUSE NO. B-5 MAHARANI BAGH New Delhi South Delhi Delhi India 110065
In the matter relating to GEETIKA JAIN [herein after known as individual] having DIN 00207695 and having its address at HOUSE NO. 5B MAHARANI BAGH New Delhi South Delhi Delhi India 110065
In the matter relating to SAGARIKA SAWHNEY [herein after known as individual] having DIN 02321191 and having its address at E-605 GREATER KAILASH-2 NEW DELHI Delhi India 110048
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[liable 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 an application for reduction of share capital as per section 66 of the Companies Act, 2013 and the rules framed thereunder. During the profiling of the company, it was observed that the Company was required to file ‘Reconciliation of Share Capital Audit Report’ in e-form PAS-6 pursuant to sub-rule 8 of Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 to report the details and changes in the share capital of the Company on a half-yearly basis for half year ended on 31/03/2025 with this office, however, as per the records available with this office, the company was failed to file the form PAS-6 within the stipulated time for the said period, thereby, violating the provisions of Sub-rule 8 of Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which attracts penal provisions of Section 450 of the Companies Act, 2013.
2. No request for an e-hearing was made either by the Company or by the officers in default. Accordingly, no e-hearing was scheduled in the matter.
E. Order:
1. In response to the SCN, replies were received from the Company, duly signed by Ms. Poonam Jain, Director of the Company, and officers in default namely Ms. Geetika Jain, Ms. Poonam Jain & Ms. Sagarika Sawhney, whereby it was submitted that the non-filing of PAS-6 forms was not a case of wilful default but rather arose due to genuine circumstances like no change or movement in shareholding, small size of the company, simple ownership and limited financial capacity to absorb recurring compliance overheads. Consequently, the repetitive filing of NIL PAS-6 forms was not perceived as materially required and remained inadvertently overlooked. It was further submitted that the legal obligation to maintain demat accounts, appointment of RTA and coordination with depositories and to file the e-forms PAS-6 periodically had created a disproportionate compliance burden, both financially and administratively.
However, above mentioned contentions are not tenable as compliance with the requirement to file Form PAS-6 under Rule 9A (8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 is applicable irrespective of change or movement in shareholding, size of the company or its financial performance. As per the said Rule, every unlisted public company governed by this rule shall submit Form PAS-6 to the Registrar with such fee as provided in Companies (Registration Offices and Fees) Rules, 2014 within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice. Further, as per the records available with this office, the company has filed the pending forms PAS-6 belatedly on 30/07/2025.
In light of the above and based on the written submissions and the records available on the MCA portal, it is evident that the Company and its officers in default failed to comply with the provisions of Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 for the half-year ended 31/03/2025 within the stipulated time. Accordingly, they are liable for penal action under the Companies Act, 2013.
Therefore, I am imposing penalty as prescribed under section 450 of the Companies Act, 2013 on the company and its officers in default for the aforementioned non-compliance.
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 | ORIENTAL MATCHEM LTD. having CIN as U27109CT1990P LC009774 | 70000 | 0 | 200000 | |
| 2 | POONAM JAIN having DIN as 00207373 | 50000 | 0 | 50000 | |
| 3 | GEETIKA JAIN having DIN as 00207695 | 50000 | 0 | 50000 | |
| 4 | SAGARIKA SAWHNEY having DIN as 02321191 |
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.
Sudhir Kapoor,
Registrar of Companies
ROC Cuttack
