Registrar of Companies (ROC), Mumbai, issued an order on 16 September 2025 under Section 454 of the Companies Act, 2013, concerning adjudication of penalty against Business Asia Consulting Private Limited and its directors, Pankaj Madan and Sandeep Malik, for violation of Section 172 of the Act. The case originated from an inspection ordered by the Ministry of Corporate Affairs in 2019, which revealed deficiencies in the company’s Register of Directors and Key Managerial Personnel as required under Section 170 read with Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The discrepancies included missing cessation dates for directors, incomplete details of share acquisition, and absent particulars such as nationality, occupation, and board resolution date for a director. The company admitted the lapses.
A show cause notice was issued in June 2025, and the company responded that the defaults occurred between March 2017 and June 2019 and had already been compounded by the Regional Director, Mumbai, through an order dated 19 August 2024. During the e-hearing held in July 2025, the authorized representative reiterated that the violations were resolved through compounding. Considering the Companies (Amendment) Act, 2020, which altered the penal framework, and the compounding already completed, the ROC concluded that no cause of action survived. Accordingly, no penalties were imposed on the company or its officers. The order also noted that appeal rights remain available under Section 454(5) and (6) of the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645 E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/09-2025/MB/00648|Dated: 16/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its notification number S.O. 831(E) dated 24/03/2015appointed 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 BUSINESS ASIA CONSULTING PRIVATE LIMITED [herein after known as Company] bearing CIN U72200MH2000PTC125520, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FLAT NO.B-3, FIRST FLOOR AVNI VILLA CO-OP. HOUSING SOCIETY, OFF. YARI ROAD, VERSOVA, ANDHER I (WEST), NA Mumbai Mumbai City Maharashtra India 400061
Individual details:
In the matter relating to PANKAJ MADAN [herein after known as individual] having DIN 02614589 and having its address at C-322 NEW PANCHWATI GHAZIABAD Uttar Pradesh India 201001
In the matter relating to SANDEEP MALIK [herein after known as individual] having DIN 02698183 and having its address at 70-B, SECOND FLOOR, SINGLE STOREY RAMESH NAGAR DELHI Delhi India 110015
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Ministry vide its letter No. 3/570/2018-CLII(NR) dated 05.03.2019 had ordered an Inspection in this company. Accordingly, the Inspection was carried out and an Inspection Report was submitted on 12.02.2021.
Whereas as per Section 170 of the Companies Act, 2013 read with Rule 17(1) of The Companies (Appointment and Qualification of Directors) Rules, 2014, every company shall keep at its registered office, a register of its directors and key managerial personnel containing the following particulars, namely:
(a) Director Identification Number (optional for key managerial personnel); (b) present name and surname in full; (c) any former name or surname in full; (d) father name, mother name and spouse name(if married) and surnames in full; (e) date of birth; (f) residential address (present as well as permanent); (g) nationality (including the nationality of origin, if different); (h) occupation; (i) date of the board resolution in which the appointment was made; (j) date of appointment and reappointment in the company; (k) date of cessation of office and reasons therefor; (l) office of director or key managerial personnel held or relinquished in any other body corporate; (m) membership number of the Institute of Company Secretaries of India in case of Company Secretary, if applicable; and (n) Permanent Account Number (mandatory for key managerial personnel if not having DIN);
The IO during the course of Inspection of Register of Directors and Key Managerial Personnel of the company, observed the following discrepancies in contravention of the said provision and rules. The Company also admitted the said default. a.Dates of cessation from the directorship of the company in respect of VISHNUMOORTHY KRISHNAYYA K. M RAO, VANDANA BERJIS DESAI had not been mentioned in the said register.
b. The price paid by VANDANA BERJIS DESAI and PANKAJ MADAN on acquisition of shares or securities of the company had not been mentioned.
c. The details such as, Nationality, Occupation & Date of Board Resolution for appointment of SANDEEP MALIK had not been mentioned in the said register.
2. Acceding to the request of the noticees an opportunity of being heard was granted by the Adjudicating Officer to the Company and its Officers in default under the provisions of Section 454(4) of the Act.
E. Order:
1. Show Cause notice bearing ID: SCN/ADJ/06-2025/MB/01714 dated 11.06.2025 was issued to Company and its Officers in default under section 172 of the Act
B .A reply was received from the Noticees vide letter dated 25.06.2025 to the said show cause notice. In the said reply, the Company stated that the violation pertains to the period from 30.03.2017 to 10.06.2019 and pursuant to the provision of Section 172 prior to the Companies (Amendment) Act,2020 ,it was subject to compounding proceedings. The Noticees further stated that the said non-compliance had been already compounded by the RD , Mumbai vide its order no. Business Asia/170(1)/F50830892/2023-24/6611 dated 19.08.2024.
C. Further, an opportunity of being heard was granted by the Adjudicating Officer 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 31.07.2025 at 03:50 PM (IST) and notice bearing ID: EH/ADJ/07-2025/MB/00650 dated 22.07.2025 was issued for the same.
D. The said hearing was attended by Mr. Tabrez Ahmad, Authorized Representative who submitted that the said violation has already been compounded vide the order of RD(WR).
E. Thus, based on the facts of the case and the Companies (Amendment) Act,2020 with effect from 21.12.2020, I am of the view that no cause of action arises for the said default and the charges may be dropped against the Company and the Officers in default.
4. 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 | BUSINESS ASIA CONSULTING PRIVATE LIMITED having CIN as U72200MH2000P TC125520 | NA | 0 | 0 | 300000 |
| 2 | PANKAJ MADAN having DIN as 02614589 | NA | 0 | 0 | 100000 |
| 3 | SANDEEP MALIK having DIN as 02698183 | NA | 0 | 0 | 100000 |
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
