The Registrar of Companies, Mumbai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 136(3) relating to failure to serve annual reports on members. Following an inspection ordered by the Ministry, it was found that the company did not duly serve copies of the Annual Report for FY 2018–19 to its shareholders within the statutory timeline. The company admitted that, being a private company, it had followed an informal practice of hand delivery based on oral understanding, which did not meet legal requirements. Although the company later adopted postal dispatch from FY 2020–21, the earlier lapse constituted a contravention. During e-hearing, the default was admitted on behalf of the company and its directors. The Registrar held that non-service of annual reports is a clear statutory breach and imposed a penalty of ₹25,000 on the company and ₹5,000 each on the two directors, payable within 90 days.
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/12-2025/MB/01299 Dated: 29/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 136(3) 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 OM SHYAMJI FOODS PRIVATE LIMITED…………..
Individual details:
In the matter relating to ANIL KUMAR GUPTA……………
In the matter relating to RAGHAV GUPTA ANILKUMAR………………
C. Provisions of the Act:
If any default is made in complying with the provisions of this section, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Ministry, vide its letter No. CL-II-07-489/2021 dated 02.03.2022, had ordered an Inspection in the subject Company. Accordingly, an Inspection was carried out and Inspection Report was submitted on 23.05.2023. Further, the Company has also filed a suo-motu adjudication application vide eForm GNL-1 having SRN No. AB5756122 in this regard.
Whereas the IO, during inspection, observed that the Company did not serve the copies of Annual Reports for FY 2018-19 to its members. The Company vide its reply dated 31.03.2023 admitted that being a private company, the Annual report was sent to the members by hand delivery, in accordance with their oral understanding since incorporation. This was never questioned by the members since incorporation. The Company has started the practice of sending the Annual Reports by Indian Post since FY 2020-21. Thus, the IO concluded that Company had failed to serve the Annual Reports for FY 2019-20 to its members, in contravention of provisions of section 136 of the Companies Act, 2013.
2. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer accorded an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/09-2025/MB/02638 dated 10.10.2025 was issued to Company and its Officers in default viz. Mr. ANIL KUMAR GUPTA (Director) and Mr. RAGHAV GUPTA ANILKUMAR (Director) (hereinafter referred to as the noticees) under Section 454 read with Section 136(3) for default under Section 136(1) of the Act.
B. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer accorded an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025 at 03:11 PM (IST) and notice bearing ID: EH/ADJ/12-2025/MB/00933 dated 01.12.2025 was issued for the same.
C. The scheduled hearing was attended by Mr. Parth Joshi, Practicing Company Secretary who admitted the default on behalf of the all the noticees and submitted that the Company was a Small Company during the period of default.
D. As per E-form AOC-4 filed vide SRN R04291381 on 14.10.2019 for financial year 2018-2019, the Company has conducted its Annual General Meeting on 30.09.2019, thus, the period of default is considered the date not less than twenty-one days before the date of the meeting that is 09.09.2019. As per the financial statements filed for the immediately preceding FY 2017-2018, the paid-up share capital and turnover of the Company was Rs. 2,00,00,000/- and Rs. 15,76,56,274/-. Thus, the Company does not fall under definition of Section 2(85) of the Act during the relevant period.
D. On the basis Inspection report of IO, a suo moto adjudication application and submissions made during E-hearing, it is observed that the Company failed to serve the Annual Reports for FY 2018-19 to its members, in contravention of provisions of section 136 of the Companies Act, 2013. Thus, the Company shall be liable to a penalty of Rs. 25,000/-(Rupees Twenty-Five Thousands only) and its Officers in default shall be liable to a penalty of Rs.5,000/- (Rupees Five Thousands only) under the provisions of Section 136(1) for default of Section 136(3) of the Act.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 25,000/- (Rupees Twenty-Five Thousand only) on the Company and Rs.5,000/- (Rupees Five Thousand only) each on its Officers in default namely Mr. ANIL KUMAR GUPTA (Director) and Mr. RAGHAV GUPTA ANILKUMAR (Director) under Section 136(3) 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 | OM SHYAMJI FOODS PRIVATE LIMITED having CIN as U15400MH2008P TC187366 | NA | 25000 | 0 | 25000 |
| 2 | ANIL KUMAR GUPTA having DIN as 01495712 | NA | 5000 | 0 | 5000 |
| 3 | RAGHAV GUPTA ANILKUMAR having DIN as 06948758 | NA | 5000 | 0 | 5000 |
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
