The Registrar of Companies, Mumbai-I imposed penalties under Section 134(8) of the Companies Act, 2013 against a company and its Managing Director for failing to make mandatory disclosures in the Board Report for FY 2019-20. The suo motu adjudication application revealed that the Board Report omitted the web address of the annual return under Section 92(3), disclosure regarding maintenance of cost records under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, and confirmation of compliance with secretarial standards. The company later submitted a revised Board Report approved in July 2025 and admitted the default during adjudication proceedings. The ROC observed that the original defective Board Report signed on 26.09.2020 constituted a violation of Section 134(3), attracting penalties under Section 134(8). Consequently, the company was fined Rs. 3 lakh and the Managing Director Rs. 50,000. The adjudicating authority directed payment and rectification within 90 days, with liberty to appeal before the Regional Director, Mumbai.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/05-2026/MH/02119 Dated: 13/05/2026
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 HD FIRE PROTECT LIMITED [herein after known as Company] bearing CIN U29270MH1997PLC107536, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at O-611, 6TH FLOOR, RUNWAL R SQUARE OPP. VEENA NAGAR, L. B. S. MARG, MULUND WEST NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400080
Individual details:
In the matter relating to HARISH NARSHI DHARAMSHI ——
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 – Whereas the Registrar of Companies, Mumbai- I (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application on 29.08.2025 The instant Adjudication Application filed by the Company and Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) (hereinafter referred to as the Applicants) under Section 454 of the Companies Act, 2013 (hereinafter referred to as the Act) on account of non-disclosure of certain information in Board report for financial year 2019-2020 which resulted in contravention of Section 134(3) of the Act.
Whereas Section 134(3) (a) of the Act reads as follows (3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include?7[
(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed]
(b) number of meetings of the Board;
(c) Directors Responsibility Statement;1[(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;]
(d) a statement on declaration given by independent Directors under subsection (6) of section 149;2(e) in case of a company covered under sub-section (1) of section 178, company policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178];
(f) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made (i) by the auditor in his report; and(ii) by the company secretary in practice in his secretarial audit report;
(g) particulars of loans, guarantees or investments under section 186;
(h) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;
(i) the state of the company affairs;(j) the amounts, if any, which it proposes to carry to any reserves;
(k) the amount, if any, which it recommends should be paid by way of dividend;
(l) material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;(m) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;
(n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
(o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;3
(p) in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal 8[annual evaluation of the performance of the Board, its Committees and of individual Directors has been made;]
(q) such other matters as may be prescribed. Provided that where disclosures referred to in this sub-section have been included in the financial statements, such disclosures shall be referred to instead of being repeated in the Board’s report. Provided further that where the policy referred to in clause (e) or clause (o) is made available on company’s website, if any, it shall be sufficient compliance of the requirements under such clauses if the salient features of the policy and any change therein are specified in brief in the Board’s report and the web-address is indicated therein at which the complete policy is available. Whereas the applicants have stated that the Board Report prepared for Financial year 2019-2020 did not include following disclosures:
i. Web address of the annual return referred to in Sub-section (3) of Section 92.
ii. Disclosure ofo t records in board report in compliance of Rule 8(5)(ix) of Companies (Account) Rules, 2014.
iii. Non disclosure about confirmation on compliance with secretarial standards in board report in contravention of provisions of Section 134(3) of the Act. Whereas the Applicants are requested to submit certified copy of board report approved on 26.09.2020 for financial year 2019-2020.
2. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/03-2026/MH/04054 dated 16.04.2026 was issued to the Company and its Officers in default namely Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) (hereinafter referred to as the Noticees) under Section 454 read with Section 134(8) for default under Section 134(3) of the Act.
B. The noticees submitted their reply on 23.04.2026 on E-adjudication portal and admitted the default. The noticees further submitted a certified copy of board report approved by the board in the meeting held on 26.09.2020 and revised copy of board report approved in the meeting held on 10.07.2025 for financial year 2019-2020.
C. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
D. On perusal of the said Suo Motu Application and reply submitted by the Applicants, it is observed that under the provisions of section 134(3) of the Act, the Applicant Company was required to make certain disclosures in the Board Report. However, Board Report signed for financial year 2019-2020 failed to disclose: (i) Web address of the annual return as required under Section 92(3) of the Act; (ii) Disclosure of cost records in board report in compliance of Rule 8(5)(ix) of Companies (Account) Rules, 2014 and (iii) Disclosure regarding confirmation on compliance with secretarial standards in board report resulted in contravention of provisions of Section 134(3) of the Act. Thereafter, the revised board report for FY 2019-2020 was approved during the board meeting held on 10.07.2025. Thus, the default period is considered as the date of singing the defective Board report that is 26.09.2020. Ergo, the Company and every officer of the company who is in default shall be liable for penalty under Section 134(8) of the Act.
E. The Company shall be liable to a penalty of Rs.3,00,000/- (Rupees Three Lakhs only) and its every officer in default viz; Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) shall be liable to a penalty of Rs.50,000/- (Rupees Fifty Thousands only) under the provisions of Section 134(8) of the Act. The provisions of Section 2(85) of the Act does not apply in instant case.
F. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 20…… considered the facts and circumstances, I hereby impose a penalty of Rs. 3,00,000/- (Rupees Three Lakhs only) on the Company and Rs.50,000/- (Rupees Fifty Thousands only) on the officer in default viz; Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) under the penal provisions of Section 134(8) for default under section 134(3) of the Act on account of failure to disclose certain information in the Board Report for financial year 2019-2020 approved on 26.09.2020.
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 | HD FIRE PROTECT LIMITED having CIN as U29270MH1997P LC107536 | NA | 300000 | 0 | 300000 |
| 2 | HARISH NARSHI DHARAMSHI having DIN as 00033062 | NA | 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 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 I
