The Registrar of Companies (ROC), Kanpur, has imposed monetary penalties on Haiderpur Fertilizer Producer Company Limited and its directors for failure to file the company’s annual return in violation of Section 92(5) of the Companies Act, 2013. The adjudication was carried out under Section 454 of the Act, which empowers the ROC to impose penalties for non-compliance, as per the Companies (Adjudication of Penalties) Rules, 2014.
The company, bearing CIN U01409UP2021PTC151021, is registered in Uttar Pradesh with its office in Sitapur. The directors named in the order are Vijay Kumar Yadav (DIN 09291294), Ranjeet Kumar (DIN 09291295), Kiran Yadav (DIN 09291296), Preeti Devi (DIN 09291297), and Siyaram Yadav (DIN 09291298). An inspection was initiated under Section 206(5) following instructions from the Ministry of Corporate Affairs vide letter dated 17 March 2022. The inspection revealed that the company failed to file its annual return (Form MGT-7) for the financial year ending 31 March 2022, thereby breaching its statutory obligation under Section 92(4) of the Companies Act, 2013.
The report submitted by the Inspecting Officer on 17 March 2023 confirmed non-compliance. Subsequently, the Regional Director (Noida) issued approval for penal action vide letter dated 3 October 2024. Despite being served a Show Cause Notice on 20 August 2025, neither the company nor its directors responded or sought a hearing. As a result, the ROC proceeded ex parte and determined that the company and its officers-in-default were liable for penalties under Section 92(5).
Under Section 92(5), failure to file an annual return attracts a penalty of ₹10,000, with an additional ₹100 per day of continuing failure, subject to a maximum of ₹2,00,000 for the company and ₹50,000 for each defaulting officer. Accordingly, ROC Kanpur imposed a total penalty of ₹48,950 on Haiderpur Fertilizer Producer Company Limited and ₹25,000 each on its five directors. The order directs all noticees to rectify the default and pay the penalty within 90 days through the MCA’s e-Adjudication portal. It was further clarified that the penalties imposed on directors must be paid from their personal sources and not from company funds.
The order also specifies that appeals may be filed with the Regional Director (RD), Noida, within 60 days from the date of receipt, in Form ADJ, accompanied by a certified copy of the order. Failure to pay penalties within the stipulated time may result in additional penal consequences under Section 454(8) of the Act, which includes potential prosecution and higher fines.
The order reinforces the statutory obligation of companies to file annual returns within the prescribed timeline. Courts have consistently held that timely filing of statutory documents forms the backbone of corporate governance and transparency. In Madhya Pradesh State Mining Corporation Ltd. v. ROC (2018), the National Company Law Tribunal (NCLT) observed that directors cannot evade liability for statutory non-compliance once appointed as officers-in-default. Similarly, in ROC v. Gaurav Kumar Jain (2020), the NCLT Delhi held that ignorance or lack of awareness does not constitute a valid defense against penalties under Section 92.
Through this order, ROC Kanpur emphasized accountability in corporate reporting and reiterated that continued neglect of statutory filing requirements would attract strict enforcement actions under the Companies Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323 E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/10-2025/KN/00747 | Dated: 10/10/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 92(5) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015appointed 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 HAIDERPUR FERTILIZER PRODUCER COMPANY LIMITED [herein after known as Company] bearing CIN U01409UP2021PTC151021, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at C/O VIJAY KUMAR YADAV BHANWAPUR HARGAON SITAPUR UTTAR PRADESH 261121 C/O VIJAY KUMAR YADAV BHANWAPUR HARGAON SITAPUR UTTAR PRADESH 261121 SITAPUR SITAPUR UTTAR PRADESH INDIA 261121
Individual details:
In the matter relating to VIJAY KUMAR YADAV [herein after known as individual] having DIN 09291294 and having its address at __ UTTAR PRADESH INDIA 261121
In the matter relating to RANJEET KUMAR [herein after known as individual] having DIN 09291295 and having its address at __ UTTAR PRADESH INDIA 261121
In the matter relating to KIRAN YADAV [herein after known as individual] having DIN 09291296 and having its address at __ UTTAR PRADESH INDIA 261121
In the matter relating to PREETI DEVI [herein after known as individual] having DIN 09291297 and having its address at __ UTTAR PRADESH INDIA 261121
In the matter relating to SIYARAM YADAV [herein after known as individual] having DIN 09291298 and having its address at __ UTTAR PRADESH INDIA 261121
C. Provisions of the Act:
If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure 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.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas Ministry vide letter No. CL-II-03/24/2022 O/o DGCoA-MCA/9444 dated 17.03.2022 gave instructions to conduct the Inspection U/s 206(5) of the Companies Act, 2013. The Inspecting Officer (IO) has submitted the Inspection Report on 17.03.2023. The O/o Regional Director vide letter No.1956?JDI/I/2022/206(5)/I00079147 dated 03.10.2024 has accorded the penal action for non-compliance of section 92. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 92 of the Companies Act, 2013, in filing of the Annual Return of the company for year ending 31.03.2022, thereby attracting the penal provisions mentioned under Section 92(5) of the Act. The Company and its Directors are officers in default, as per section 2(60), of the Companies Act, 2013. And are thus liable for penal provisions.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard.
E. Order:
1. This office issued Show Cause Notice on 20.08.2025 to the company and its officer-in-default for not filing the Annual Return for the year ending as at 31.03.2022. More than 15 days have expired, no response has been received till date. The company and its officer-in default have also not requested for hearing. In the said circumstances, penalty as mentioned below is being imposed upon the company as well as its officer-in default as per Section 92 (5) Companies Act, 2013.
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 | HAIDERPUR FERTILIZER PRODUCER COMPANY LIMITED having CIN as U01409UP2021P TC151021 | 48950 | 0 | 200000 | |
| 2 | VIJAY KUMAR YADAV having DIN as 09291294 | 25000 | 0 | 50000 | |
| 3 | RANJEET KUMAR having DIN as 09291295 | 25000 | 0 | 50000 | |
| 4 | KIRAN YADAV having DIN as 09291296 | 25000 | 0 | 50000 | |
| 5 | PREETI DEVI having DIN as 09291297 | 25000 | 0 | 50000 | |
| 6 | SIYARAM YADAV having DIN as 09291298 | 25000 | 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 Noida 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.
Sanjay Bose,
Registrar of Companies
ROC Kanpur
