The Registrar of Companies, Mumbai, passed an order dated 10.02.2026 under Section 454 of the Companies Act, 2013, adjudicating penalty for violation of Section 204(1) read with Section 204(4). The company had approved its financial statements for FY 2021-22 in the Annual General Meeting held on 29.09.2022 but obtained the mandatory Secretarial Audit Report only on 29.03.2023, subsequently filing Form AOC-4 on 30.03.2023. Since Section 204(1) requires prescribed companies to annex the Secretarial Audit Report to the Board’s Report, the delay amounted to non-compliance. A show cause notice was issued, and the company admitted the default. The Adjudicating Officer held that liability under Section 204(4) rests on the company and not on the Managing Director. Accordingly, a penalty of Rs. 2,00,000 was imposed on the company, with directions to pay within 90 days through the MCA e-adjudication portal. The order also provides a 60-day appeal window before the Regional Director.
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/02-2026/MB/01632 | Dated: 10/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 204(4) 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 EVONIK INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U25200MH1998PTC113786, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. D- 5, WAGLE INDUSTRIAL ESTATE ROAD NO. 34, PANCHPAKHADI WAGLE I.E. THANE THANE MAHARASHTRA INDIA 400604
Individual details:
In the matter relating to VINOD PAREMAL ________________
C. Provisions of the Act:
(4) If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be liable to a penalty of two lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application dated 19.12.2025 filed by the Company (hereinafter referred to as the Applicant) under Section 454 read with Section 204 of the Companies Act, 2013 (hereinafter referred to as the Act).
Whereas Section 204 reads as follows:
(1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board?s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed.
(2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company.
Whereas the Applicant stated that financial statements were approved by the board and members during the Annual General Meeting held on 29.09.2022 for FY 2021-2022. However, the Applicant Company obtained Secretarial audit report for FY 2021-2022 as required under Section 204 of the Act on 29.03.2023 and thereafter filed financial statements for FY 2021-2022 in E-form AOC-4 vide SRN F60081593 on 30.03.2023.
Thus, the company shall be liable to a penalty under Section 204(4) of the Act.
2. The Noticees did not request for E-hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/01-2026/MB/03419 dated 06.01.2026 was issued to the Company and Mr. Vinod Paremal, Managing Director (DIN: 08803466) under Section 454 read with Section 204(4) of the Act via E-adjudication module on account of delay in obtaining Secretarial Audit report for F.Y. 2021-2022 in contravention of Section 204(1) of the Act.
B. The reply received to the said Show Cause Notice from the noticees on 14.01.2026 on E-adjudication portal and admitted the default. The Noticees further stated that in view of Section 204(4) of the Act, penalty should be imposed on the Company only. The Noticees did not request for E-hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
C. On perusal of the documents filed by the applicants, it is observed that the noticees obtained the Secretarial Auditor report on 29.03.2023 for FY 2021-2022 and thereafter filed financial statements for FY 2021-2022 in E-form AOC-4 vide SRN F60081593 on 30.03.2023.
D. I am of the opinion that the Company has admittedly failed to obtain the Secretarial Auditor report for F.Y. in 2021-2022 in time which has resulted in contravention of Section 204(1) of the Act. It would be relevant to note that Section 134(4) of the Act stipulates that the report of the Board of Directors to be attached to the financial statement. Further, Section 204(1) of the Act requires listed company and prescribed classes of Companies to annex with Board Report, a Secretarial Audit Report given by the Company Secretary in practice. The punishment for non-compliance of Section 204(1) is under Section 204(4) of the Act. Section 204(1) casts a liability on the Company to annex with its Board Report, a Secretarial Audit Report. Accordingly, the Company is liable under section 204(4) of the Act. Since only Company is liable under Section 204(4) of the Act other noticee has not been subjected to a penalty.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the Suo-motu Adjudication Application and reply to the Show cause notice referred above, I hereby impose a penalty of Rs. 2,00,000/- (Rupees Two Lakhs only) on the Company for default under Section 204(1) of the Act.
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 | EVONIK INDIA PRIVATE LIMITED having CIN as U25200MH1998P TC113786 | NA | 200000 | 0 | 200000 |
| 2 | VINOD PAREMAL having DIN as 08803466 | NA | 0 | 0 | 200000 |
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
