The Registrar of Companies, Bangalore issued an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 134(8). An inquiry report recorded that the Independent Auditor’s Report dated 30.11.2021 on the balance sheet as at 31.03.2021 emphasized non-compliance with Section 203 of the Companies Act, 2013, but the Board did not provide explanations or comments on the auditor’s adverse remark as required under Section 134(3)(f)(i). The report also noted that the auditor’s remark was not reflected in the XBRL balance sheet filed with MCA21. The company admitted the violation, filed an adjudication application in Form GNL-1, and stated that the omission was inadvertent, procedural, and without mala fide intention. The order records that the company did not qualify as a small company under Section 2(85), and therefore Section 446B was not applicable. The Adjudicating Officer imposed a penalty of ₹3,00,000 on the company and ₹50,000 each on three officers in default. The noticees were directed to rectify the default and pay the penalty within 90 days, with a right to appeal before the Regional Director, Bangalore.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/06-2026/BL/02313 Dated: 25/06/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 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 CHONGQING JIELI INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999KA2016PTC096814, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at #117, WOODSTOCK BUSINESS CENTRE, 2ND FLOOR, THE TWIN OAKS, NALLURHALLI VILLAGE, WHIT EFIELD NA BANGALORE BANGALORE KARNATAKA INDIA 560066
Individual details:
In the matter relating to ZENG PING ——
In the matter relating to ZHANG YI——
In the matter relating to GAYATHRI MUTHUKUMARAN .——-
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – In the Inquiry Report, the IO has reported that from the copies of Balance Sheet as at 31.03.2021, submitted during the course of the Inquiry, on 21.02.2022, to the Office, it is seen from the Independent Auditor?s Report dated 30.11.2021 that the auditor has emphasized that ?The company has not complied with the provisions of Section 203 of the Companies Act, 2013 and the Rules? However the Board has not given explanation or comments on the said auditor?s emphasis/adverse remark, which is in violation of provisions of Section 134(f)(i) of the Companies Act, 2013. Further it is seen that the said Auditor?s remark has not been shown in the XBRL Balance Sheet filed with the MCA 21 records. Hence the company and directors are liable for violation of the above provisions of the Act.
After examination, the Competent Authority has directed this office to take necessary penal action. For violation of section 134 of the Act.
In view of the directions of Ministry, this office has issued SCN on 09.09.2024 to the company and its directors. Reply received from the Company:
The company has submitted reply dated 23.09.2024 and admitted the violation and submitted the adjudication application in E-form GNL-1.
2. The company and officers in default have not asked for e-hearing as per request letter dated 10.06.2026 received through e-mail on 10.06.2026 and e-Hearing option was not provided, the order is issued based on the application, notice issued for adjudication and replies received from the company and its officers in default.
E. Order:
1. The company has filed an adjudication application on the basis of violation reported by IO during the Inquiry conducted u/s 206(4) of the Act and admitting violation of section 134 (3) (f) (i) of the Act which was observed from the balance Sheet as at 31.03.2021 submitted on 21.02.2022 during the course of Inquiry that the failure to include explanation or comments by the Board / Directors on Auditors Qualification / adverse remark on non-appointment of Company Secretary in terms of Section 203 of the Companies Act, 2013 is on account unintentional error and limited knowledge of the Applicants regarding the need for such disclosure and without any malafide intention.
Pursuant to the adjudication application filed by the company, show cause notice dated 15.05.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 20.05.2026 and by e-mail dated 23.05.2026 to the foreign directors. The Company and Officer in default have submitted reply on the e-Adjudication portal on 27.05.2026 stating that the omission was inadvertent and procedural in nature and there was no mala fide intention or deliberate suppression on the part of the Company or its officers.
Further, the company and its officers in default have opted for no e-hearing in the matter and hence, the same has not been provided. This order is issued based on the application, notice issued for adjudication, and the replies received from the company and its officers in default.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | CHONGQING JIELI INDIA PRIVATE LIMITED having CIN as U74999KA2016P TC096814 | 300000 | 0 | 300000 | |
| 2 | ZENG PING having DIN as07625982 |
50000 | 0 | 50000 | |
| 3 | ZHANG YI having DIN as07625993 |
50000 | 0 | 50000 | |
| 4 | GAYATHRI MUTHUKUMARA N . having DIN as 06902740 | 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 Bangalore 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.
Arvind Bunkar,
Registrar of Companies
ROC Bangalore
