The Registrar of Companies, Guwahati, initiated adjudication proceedings under Section 454 of the Companies Act, 2013 against Suyash Commercials Ltd and its directors for failure to file the annual return for FY 2013–14 within the prescribed time under Section 92(5). The company filed the return belatedly on 24 August 2017 with a delay of 998 days, after prosecution had already been launched before the Chief Judicial Magistrate, Shillong. The authorised representative argued that since the default had been rectified prior to issuance of the adjudication notice and additional fees were paid, no penalty should be imposed under Section 454(3). The Adjudicating Officer held that the offence pertained to a period prior to the decriminalisation notification dated 2 November 2018 and therefore fell under the “fine regime” rather than the “penalty regime.” Consequently, adjudication under Section 454 was not maintainable, no penalty was imposed, and the company was granted liberty to seek compounding under Section 441.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Guwahati
Registrar Of Companies, 5th Floor, Prithvi Planet, Behind Hanuman Mandir, Ulubari, G.S. Road, Guwahati, Assam, India,
781007
Phone: 0361-2974431/2974430
Fax: 0364-2223665
E-mail: roc.shillong@mca.gov.in
Order ID: PO/ADJ/02-2026/GH/01656 | Dated: 12/02/2026
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 24/03/2015 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 SUYASH COMMERCIALS LTD [herein after known as Company] bearing CIN U27107ML1996PLC008271, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 15TH MILE RANGSAKONA NA BYRNIHAT MEGHALAYA INDIA 793001
Individual details:
In the matter relating to DHIRAJ KUMAR JAISWAL……..
In the matter relating to SHIVANI JAISWAL…………….
In the matter relating to POOJA JAISWAL…………..
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 , Suyash Commercials Ltd hereinafter referred to as the Company has defaulted in filing the Financial Statements for the Financial Year 2013-14 and in this regard, Show Cause Notice vide dated 06.09.2016 was served by the then Registrar of Companies to the subject company and Directors in default. The Company and its Directors failed to reply to the said Notice and subsequently, complaint vide case no. C R 455(S)/2017 has been filed before the Hon’ble Chief Judicial Magistrate, Shillong for violating the provisions of section 92(4) liable for penal action under section 92(5) of the Companies Act, 2013 corresponding to section 159 of the Companies Act, 1956.
WHEREAS in view of the above it is held that the subject Company and Directors in default failed to file the Financial Statements for the Financial Year 2013-14 within the due date and the same has been filed belatedly Annual Returns for the F.Y 2013-14 on 24.08.2017 with a delay of 998 days (excluding normal due date of 60 days for filing) vide SRN-G51229102. Hence the Company and Directors in Default are liable for penal action under section 92(5) of the Companies Act, 2013.
2. E- hearing was not requested by the company.
E. Order:
E. The Authorised Representative Shri Pravin Kumar Chhajer, CS of the Company and its directors in-default has submitted written submission physically vide letter dated 05.02.2026 wherein it is informed that the company has already made good the defaults after the prosecution filed by ROC, Guwahati and before issue of Adjudication Notice dated 18.12.2025. The
company has filed Annual Return in E-form 20B for the F. Y. 2013-14 on 24.08.2017 vide SRN-G51229102 with additional fees for delay period. The provisions of section 454(3) provide ?NIL? Penalty, if the default is made good prior to issue of notice of Adjudication and lenient view may be taken.
On perusal of the matter, it is stated that the period violation relates the financial year 2013-14 for which prosecution has been filed being the period offence is prior to the notification for decriminalisation of offence i.e. 02.11.2018 and the same fall under Fine Regime but not in Penalty Regime. Therefore, the instant application is not found fit for passing adjudication order u/s 454 of the Companies Act, 2013. However, the company and directors in default have at liberty to file the Compounding application before the Competent Authority for composition of the offence for the period of defaults till filing the returns, u/s 441 of the Companies Act, 2013. Accordingly, the undersigned being the Adjudicating Officer do hereby dispose of the instant application filed in GNIL-1 vide SRN-AB5401267.
The below mentioned system generated table for calculation of penalty may be ignored in the instant 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 | SUYASH COMMERCIALS LTD having CIN as U27107ML1996P LC008271 | Default already rectified. | 0 | 0 | 200000 |
| 2 | DHIRAJ KUMAR JAISWAL having DIN as 00512139 |
Default already rectified. | 0 | 0 | 50000 |
| 3 | SHIVANI
JAISWAL having DIN as 00512177 |
Default already rectified. | 0 | 0 | 50000 |
| 4 | POOJA
JAISWAL having DIN as 02870577 |
Default already rectified. | 0 | 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 Guwahati 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.
Ananta Sethi,
Registrar of Companies
ROC Guwahati
