The Registrar of Companies (ROC), Mumbai, issued an adjudication order imposing a penalty on a Director of CINDY ENGINEERING PVT LTD for violating Section 159 of the Companies Act, 2013, relating to a default under Section 152(5). The default arose from the company’s failure to enclose the mandatory proof of identity and proof of address for the incoming director, Mr. Amit Chandola, with the filed e-Form DIR-12/DIR-2 in July 2019, as required by Section 152(5) read with Rule 8. The company admitted the oversight, which the ROC accepted as a contravention. As the company qualifies as a Small Company under Section 2(85), the penalty imposed on the officer in default, Mr. Gijubhai Bababhai Patel, was restricted under Section 446B to one-half of the maximum amount. Consequently, the ROC imposed a penalty of Rs. 25,000 on the Director, directing him to rectify the default and pay the penalty from personal funds 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/10-2025/MB/00726 Dated: 08/10/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 159 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 CINDY ENGINEERING PVT LTD [herein after known as Company] bearing CIN U74110MH1995PTC257134, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at A-103, SHAHEEN APARTMENTS, DAWOOD BAUG CROSS LANE, NEAR P.K. JEWELLERS, J.P. ROAD, ANDHERI RAILWAY STATION MUMBAI MUMBAI MAHARASHTRA INDIA 400058
Individual details:
In the matter relating to GIJUBHAI BABABHAI PATEL [herein after known as individual] having DIN 05120378 and having its address at 50, KRISHNA BUNGLOW, VIBHAG-1,B/H TIRUPATI SOC, NEW RANIP, OPP PANCHVATI GST CROSSING, AHMEDABAD GUJARAT INDIA 382470
C. Provisions of the Act:
If any individual or director of a company makes any default in complying with any of the provisions of section 152, section 155 and section 156, such individual or director of the company shall be liable to a penalty which may extend to fifty thousand rupees and where the default is a continuing one, with a further penalty which may extend to five hundred rupees for each day after the first during which such default continues.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the office of Registrar of Companies, Mumbai is in receipt of a suo-motu Adjudication Application dated 06.02.2025 filed by the Company and its two Directors viz. Mr. Gijubhai Bababhai Patel and Mr. Jagdish Sharma under Section 159 read with Section 454 of the Companies Act, 2013 for violation of Section 152(5) of the Act.
Whereas section 152(5) of the Act provides that a person appointed as a director shall not act as a director unless he gives his consent to hold the office as director and such consent has been filed with the Registrar within thirty days of his appointment in such manner as may be prescribed.
Whereas Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 provides that every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company a consent in writing to act as such in Form DIR-2.
Whereas Form DIR-2 provides that Proof of Identity, Proof of Address shall be attached with the said form.
Whereas the Company had appointed Mr Amit Chandola as Director on 31.07.2019 and filed eform DIR 12 for his appointment vide SRN H80057722 on 31.07.2019. The said DIR 12 was signed by Mr. Gijubhai Patel. However, the Company failed to enclose proof of identity, proof of address of Mr Amit Chandola with the form in contravention of provisions of Section 152(5) of the Act read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, for such contravention, the Director signing the abovementioned E-form DIR 12 may be held liable for penal action under Section 159 of the Act.
2. The Applicant did not request for a hearing under the provisions of Section 454(4) of the Act and the Adjudicating Officer was also of the view that hearing is not required in the instant matter.
E.Order:
1. A. Show Cause notice bearing ID: SCN/ADJ/06-2025/MB/01559 dated 29.07.2025 was issued to the Applicant under Section 454 read with Section 159 of the Act electronically via E-adjudication module on account of failure to enclose/attach proof of identity, proof of address of Mr Amit Chandola with the form DIR-12 filed vide SRN H80057722 on 31.07.2019 in contravention of provisions of Section 152(5) of the Act read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
B. A reply was received on 31.07.2025 wherein the Applicant submitted as under:
i. That the default was committed due to an inadvertent oversight during the filing of e-Form DIR-12 and it was accidental.
ii. That the Company falls within definition of small company under Section 2(85) of the Act as its total paid up capital is Rs. 3,75,42,720/- and total turnover is less than Rs. 40 Crores. Therefore, the Officer is default are subject to penalty under the provisions of Section 446B of the Act.
C. The Applicant did not request for a hearing under the provisions of Section 454(4) of the Act and the Adjudicating Officer was also of the view that hearing is not required in the instant matter.
D. Ergo, I am of the considered view that the applicant admittedly failed to enclose/attach proof of identity, proof of address of Mr Amit Chandola with the form DIR-2 which was enclosed with the abovementioned E-form DIR-12, in contravention with the provisions of Section 152(5) of the Act read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
E. The Subject Company falls within the definition of a Small Company under the provisions of Section 2(85) of the Act although as its paid-up capital is Rs. 3,75,42,720/- and its turnover is 3,79,11,447/-for the F.Y.2019-2020. Therefore, the Officer in default is subject to penalty which shall not be more than one-half of the penalty as per the provisions of Section 446B of the Companies Act, 2013.
F. Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose a penalty of Rs. 25000/- (Rupees Twenty Five thousands only) on the officer in default namely Mr. GIJUBHAI BABABHAI PATEL(Director) under the provisions of Section 159 read with Section 446B for violation of provisions of Section 152(5) of the Act read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as given in the table below at para 2.
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 | GIJUBHAI BABABHAI PATEL having DIN as 05120378 | NA | 25000 | 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
