The Registrar of Companies (ROC) Goa has issued an Order for Adjudication of Penalty on October 17, 2025, against SHREEPATI BUILD INFRA INVESTMENT LIMITED and one of its officers for violating Section 134(3)(h) of the Companies Act, 2013, which relates to the disclosure requirements in the Board’s Report. The default came to light during an Inquiry conducted under Section 206(4) of the Act. The Inquiry Officer observed that the company was required to disclose particulars of contracts or arrangements entered into with related parties under Section 188(1) by attaching Form AOC-2 along with the Board’s Report for the Financial Year 2021-22. However, the company failed to file the requisite Form AOC-2, thereby contravening the Act.
Following directions from the Ministry of Corporate Affairs, the Adjudicating Officer issued a Show Cause Notice. The company responded on August 10, 2025, claiming that all related party transactions were conducted in the ordinary course of business and at arm’s length, with all necessary disclosures included in the audited financial statements. The company attributed the non-filing of Form AOC-2 to an inadvertent and unintentional omission, based on a bona fide belief that a separate filing was not required. During a subsequent e-hearing on September 12, 2025, the company’s authorized representative reiterated the unintentional nature of the default and requested a lenient view. After considering the submissions and the facts of the case, the Adjudicating Officer found the company’s explanation unsatisfactory and proceeded to impose penalties under Section 134(8).
The Adjudicating Officer imposed a penalty of 3,00,000 Indian Rupees on SHREEPATI BUILD INFRA INVESTMENT LIMITED. Additionally, a penalty of 50,000 Indian Rupees was imposed on Suresh Eknath Kolhatkar, who was identified as the Chief Financial Officer (CFO) and the officer in default. No penalty was levied on the other two directors, Kumarpal Phoolchand Gandhi and Rajendra Rameshchandra Chaturvedi, as they did not meet the definition of “officer who is in default” under Section 2(60) of the Act for this specific contravention. The company and the penalized officer must rectify the default and pay the penalty amounts from their personal sources/income within 90 days of receiving the order, via the MCA’s ‘e-Adjudication’ facility. Non-payment within the prescribed period will result in further penal consequences under Section 454(8), and those penalized have the option to appeal the order to the Regional Director, Mumbai, within sixty days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Goa
ROC-cum-Official Liquidator, Ministry of Corporate Affairs, Corporate Bhawan, EDC Complex, Plot No.21, Patto, Panaji,
Goa, India, 403001
Phone: 0832-2438618/2438617
E-mail: roc.goa@mca.gov.in
Order ID: PO/ADJ/10-2025/GA/00786 Dated: 17/10/2025
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. 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 SHREEPATI BUILD INFRA INVESTMENT LIMITED [herein after known as Company] bearing CIN U70109GA2012PLC007213, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ROW HOUSE D, CASTLE ROCK – LAND SCAPE TOWN, ODXEL, GOA, NEAREST POLICE STATION, DONA PAUL. NA GOA NORTH GOA GOA INDIA 403004
Individual details:
In the matter relating to SURESH EKNATH KOLHATKAR [herein after known as individual] having DIN 00811191 and having its address at
In the matter relating to KUMARPAL PHOOLCHAND GANDHI [herein after known as individual] having DIN 02681332 and having its address at
In the matter relating to RAJENDRA RAMESHCHANDRA CHATURVEDI [herein after known as individual] having DIN 00205602 and having its address at
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 – The company was required to disclose particulars of contracts/arrangements entered by the company with related parties referred to in sub-section (1) of section 188 of the Act, in Form AOC-2 alongwith Board report as per section 134(3)(h) of the Act. The company not filed AOC-2 for the FY 2021-22 and hence violated section 134(3)(h) of the Companies Act, 2013.
2. E-Hearing requested by the company.
E. Order:
1. 1.During the course of Inquiry under section 206(4) of the Companies Act, 2013 against the company, it was observed by Inquiry Officer that company was required to disclose particulars contracts/arrangements entered by the company with related parties referred in sub-section(1) of Section 188 of the Companies Act, 2013 in Form AOC-2 alongwith the Board?s Report as per Section 134(3)(h) of the Companies Act, 2013. However, the company failed to file AOC-2 for FY 2021-22, thereby violating the provisions of Section 134(3)(h) of the Companies Act, 2013. Instructions have been received the Ministry for taking appropriate action against the company for the aforestated violation. Pursuant to the directions of the Ministry, the Adjudicating Officer issued a Show Cause Notice vide notice ID no. SCN/ADJ/07-2025/GA/02211 dated 04.08.2025 to the company and its officers in default under section 454 r/w section 134(3)(h) of the Companies Act, 2013 through E-adjudication Module, for failure to comply with the said provisions.
2. The Company submitted its reply vide letter dated 10.08.2025 submitted that all related party transactions during FY 2021 22 were in the ordinary course of business and at arms length, with requisite disclosures made in the audited financial statements filed with this office. The non-filing of Form AOC-2 was an inadvertent and unintentional omission, made under a Bonafide belief that separate filing was not required. There was no malafide intent, and the company assures full compliances in future. However, the same was not found satisfactory.
3. Further also an opportunity of being heard was granted to the company under the provisions of the section 454(4) of the Companies Act and an E-hearing was scheduled on 12.09.2025. Ms.Leena Agarwal, Company Secretary, appeared on behalf of the company and its directors during the e-hearing and submitted that Non-filing of AOC-2 was unintentional and inadvertent and further requested to consider the detailed reply/explanation submitted by the company and drop any penalty /proceedings against the company and take lenient view in the matter.
4. After considering the submissions and the facts of the case, the Adjudicating Officer, in exercise of the powers conferred under the Companies Act, 2013, has imposed a penalty of Rs.3,00,000/- on the company and Rs.50,000/- on Shri Suresh Eknath Kolhatkar, CFO of the company for contravention of section 134(3)(h) the Companies Act, 2013. No penalty is imposed on other directors as per Section 2(60) of the Companies Act, 2013.
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 | SHREEPATI BUILD INFRA INVESTMENT LIMITED having CIN as U70109GA2012P LC007213 | 300000 | 0 | 300000 | |
| 2 | SURESH EKNATH KOLHATKAR having DIN as 00811191 |
50000 | 0 | 50000 | |
| 3 | KUMARPAL PHOOLCHAND GANDHI having DIN as 02681332 | 0 | 0 | 50000 | |
| 4 | RAJENDRA RAMESHCHAND RA CHATURVEDI having DIN as 00205602 | 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.
Trupti Sharma,
Registrar of Companies
ROC Goa
