The Registrar of Companies, Mumbai initiated adjudication proceedings under Section 454 for violation of Section 137(3) of the Companies Act, 2013 after an inquiry found that the company had not attached its financial statements for FY 2017–18 with Form AOC-4, constituting non-compliance with Section 137(1). A show-cause notice was issued, and the company responded stating the lapse was due to mislabelling and was inadvertent. The ROC noted that the due date for filing the FY 2017–18 financial statements was 29.10.2018, making the default begin on 30.10.2018. However, the provisions of Section 137(3) were decriminalized effective 02.11.2018, rendering the violation for that financial year outside the scope of adjudication. Consequently, no penalty was imposed on the company or its directors, though the ROC stated that appropriate action under the Act would be initiated. The noticees were instructed to rectify the default and advised of their rights to appeal.
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/11-2025/MB/00840 Dated: 22/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 137(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 SPECTRUM VENTURE PRIVATE LIMITED [herein after known as Company] bearing CIN U52390MH2009PTC191677, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO. 501/502, MAKHIJA CHAMBERS PREMISES CSL., 196, TURNER ROAD, BANDRA (W), UNIT NO. 501/502, MAKHIJA CHAMBERS PREMISES CSL., 196, TURNER ROAD, BANDRA (W), NA MUMBAI MAHARASHTRA INDIA 400050
Individual details:
In the matter relating to JAYESH MACWAN PETER
In the matter relating to PETER MACWAN MANUEL
In the matter relating to SHREYA RATHORE
In the matter relating to SUSHIL SINGH RATHORE
C. Provisions of the Act:
(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be 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 after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Pursuant to the order of the office of the Director General (Corporate Affairs) vide letter no. 03/53/2017/CL-II dated 17/08/2017, this office was directed to conduct an inquiry U/s 206(4) of the Companies Act, 2013 in the matter of SPECTRUM VENTURE PRIVATE LIMITED.
Accordingly, the said Inquiry was conducted, and an Inquiry report was submitted on 29.12.2022.
The IO in its Inquiry report observed that the Company had not attached copy of financial statement as at 31.03.2018 with the AOC-4 Form for the F.Y. 2017-18 in non-compliance of Section 137(1) of the Companies Act, 2013) r/w Rule 12(1) of the Companies (Accounts) Rules, 2014
Therefore, the Company and all its directors (in absence of MD, CFO, Director in charge) shall be liable to penalty under the provisions of Section 137(3) of the Companies Act, 2013.
2. The Noticees did not request for the E-hearing. Further, the Adjudicating officer was also of the view that no hearing is required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/11-2024/MB/00196 dated 02.04.2025 was issued to the Company and its Officers in default (hereinafter referred to as the Noticees) under Section 454 read with Section 137(3) of the Act.
B.A reply was received from the Company vide letter dated 09.04.2025 to the said show cause notice. In the said reply, the Company stated that the default was due to mislabelling of the name of the directors report and admitted that the default was inadvertent which does not affect the financial closures of the Company.
C. The due date of filing Financial Statements for F.Y ended on 2017-2018 was 29.10.2028. Accordingly, the period of default starts from 30.10.2018. However, the provisions Section 137(3) of Companies Act, 2013 were decriminalized vide the Companies (Amendment) Act, 2019 with effect from 02.11.2018. Thus, the violation under section 137(3) of the Act is not subject to adjudication proceedings for F.Y. 2017- 2018. However, the ROC shall initiate appropriate action as per the provisions 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 | SPECTRUM VENTURE PRIVATE LIMITED having CIN as U52390MH2009P TC191677 | NA | 0 | 0 | 200000 |
| 2 | JAYESH MACWAN PETER having DIN as 08025564 | NA | 0 | 0 | 50000 |
| 3 | PETER MACWAN MANUEL having DIN as 08025568 | NA | 0 | 0 | 50000 |
| 4 | SHREYA
RATHORE having DIN as 03610480 |
NA | 0 | 0 | 50000 |
| 5 | SUSHIL SINGH RATHORE having DIN as 08865033 | NA | 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 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
