Registrar of Companies (ROC), Gujarat, issued an ex-parte adjudication order dated 2 April 2025 against Divyam Infracon Private Limited for violating Section 12(1) of the Companies Act, 2013, read with Rule 25A of the Companies (Incorporation) Rules, 2014. The case pertains to the company’s failure to file e-Form ACTIVE (Active Company Tagging Identities and Verification), mandatory for all companies incorporated before 31 December 2017. The non-compliance was uncovered during an inquiry initiated under Section 206(4) of the Act. As a result, the adjudicating authority held the company and its directors liable under Section 12(8) and imposed penalties accordingly.
Despite issuance of show-cause and hearing notices, no representative from the company or its directors appeared before the Adjudicating Officer. This led to the proceedings being conducted ex-parte under Section 454 of the Companies Act. The Registrar noted that failure to file the e-Form ACTIVE was a clear violation, and ignorance of the law was not an excuse for non-compliance. No evidence of disproportionate gain or investor loss due to the default was recorded, and therefore, standard penalty provisions were applied.
The adjudication order imposed a penalty of ₹1,00,000 each on the company and three of its directors—Mukeshbhai Gobarbhai Chothani, Hareshbhai Gobarbhai Chothani, and Bhaveshkumar Kalabhai—totaling ₹4,00,000. The penalty was deemed commensurate with the nature and gravity of the default. The company and officers in default have been directed to pay the penalties through the MCA portal within 90 days and file the relevant adjudication documents through Form INC-28.
As per Section 454(5) and 454(6) of the Companies Act, 2013, the order is appealable before the Regional Director, North Western Region, within 60 days. Failure to comply with the order may result in further penalties including imprisonment and higher fines under Section 454(8). This adjudication highlights the ongoing enforcement of compliance requirements under the Companies Act and the penalties for non-filing of statutory forms such as e-Form ACTIVE.
Government of India
Ministry of Corporate Affairs
Office of the Registrar of Companies
Gujarat, Dadra & Nagar Haveli
ROC Shaven, Opp. Rupal Park,
Nr. Ankur Sus Stand, Naranpura, Ahmedabad (Gujarat) – 380013.
Tel. No.: 079-21438531, Fax : 019-27438371
Website: www.mca.gov.in Email : roc.ahmedebad@mca.gov.in
Order No. ROC-GUADJ-Order/3i/Sec, 454/ DIVYAM INFRACON /2023-24/38 To 42 Dated: 02 APR 2025
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI
EX-PARTE ORDER FOR PENALTY
Under Section 454 of the Companies Act, 2013
Read with Companies (Adjudication of Penalties) Rules, 2014 and Companies (Adjudication of Penalties) Amendment Rules, 2019
For Violation of Section 12 of the Companies Act, 2013
Read with Rule 25A of the Companies (Incorporation) Rules, 2014
IN THE MATTER OF
Divyam Infracon Private Limited
(CIN: U45200GJ2011PTC064474)
Company/ Officers/Directors/KMP/Authorized Representative : Absent
Appointment of Adjudication Authority:-
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred under section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penalties under the provisions of Act.
Company:
2. DIVYAM INFRACON PRIVATE LIMITED (herein after referred to as “company”) is a company registered under the provisions of the Companies Act, 1956/2013 in the State of Gujarat on 17,03,2011, having CIN: U45200G12011PTC064474 and presently having its registered office situated at “156, GUNDALA GAM, TATHA PLOT VISTAR, TA – MENDARDA, DISTRICT – JUNAGADH, GUNDALA, GUJARAT, 362227, INDIA” as per the record maintained under the MCA Website, The Financial and other details of the subject company as per the latest Financial Statement for the year ended 31.03.2015 available on MCA21 portal stated as under:
| S. No. | Particulars | Details |
| 1 | Paid up capital as per Master data/ latest audited Financial Statement | Rs. 1,00,000 |
| 2 | Turnover as per latest audited Financial Statement | Rs. 1,72,00,723.00 |
| 3 | Holding Company | No |
| 4 | Subsidiary Company | No |
| 5 | Whether company registered under Section 8 of the Act? | No |
| 6 | Whether company registered under any other special Act? | No |
| 7 | Whether company is a small company? | No |
| 8 | Whether Section 446B is applicable to the company (lesser penalties for certain companies)? | As the company has failed to file financial Statement for the FY 31.03.2016 onwards, this office is unable to ascertain whether the company does fall under ambit of small company. |
Fact about of the case:
3. Pursuant to the provisions of the amended rules, every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in E-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 25.04.2019. The Ministry has ordered to inquiry of the subject company u/s 206(4) of the Companies Act, 2013. During the course of Inquiry, it is observed that the company has not complied the said requirements till the date. Thus, the company, its directors and its officers has contravened the provision of the said rules of the Companies Act, 2013. Hence, companies/ Officers in default are liable to penalize under Section 12(8) of the Companies Act, 2013 by initiating Adjudicating proceedings under Section 454 of the Companies Act, 2013 read with Rules made thereunder by initiation of in-house adjudication proceedings for non compliance of the aforesaid provisions of the Companies At, 2013.
Show Cause Notice, reply and personal Hearing:-
4. Adjudication Notices vide No. ROC/GUJ/Adjudication u/s. Section454(3)/4161 to 4164 dated 26.08.2022 were issued to the company and its Directors under Section 454 of the Companies Act, 2013 for violation of Rule 25A of the Companies (Incorporation) Rules, 2014 read with Section 12(1) of the Companies Act, 2013. No reply received from the company to the aforesaid Notice.
5. Thereafter, a “written Notice” vide No. ROC-GJ/ADJ/Section 10A/ Divyam Infracon/2023-24/4060 to 63 dated 12.02.2025 were issued to the company and its officers in default in pursuant to Section 454(4) of the Companies Act, 2013 Read with Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 and a hearing was fixed for 21.02.2024. On the scheduled date of hearing, none of the representative of the Company / Officers appeared on the date so scheduled. Hence, Adjudication proceedings proceeded further pursuant to Section 454 of the Companies Act, 2013 read with sub-Rule 11 of Rule 3 of the Companies (Adjudication of Penalties) Rules 2014 in absence of such persons.
6. Hence, the company is liable to be penalized for breach of the provisions Rule 25A of the Companies (Incorporation) Rules, 2014 as ignorance of law cannot be an excuse. Accordingly, the Adjudicating officer empowered to impose penalty under the provisions of section 454 r/w section 12(8) of the Companies Act, 2013 for the aforesaid default.
7. While adjudging quantum of penalty under section 12(8) of the Act, the Adjudicating Officer shall have due regard to the following factors, namely;
a. The amount of disproportionate gain or unfair advantage, whenever quantifiable, made as a result of default.
b. The amount of loss caused to an investor or group of investors as a result of the default.
c. The repetitive nature of default.
8. With regard to the above factors that are to be considered while determining the quantum of penalty, it is noted that the disproportionate gain or unfair advantage made by the noticee or loss caused to the investor as a result of the delay on the part of the notice to redress the investor grievance are not available on the record. Further, it may also be added that it is difficult to quantify the unfair advantage made by the noticee or the loss caused to the investors in a default of this nature.
ORDER
9. Having considered the facts and circumstances of the case and submission made by the Presenting Officer, after taking into account the factors above, the undersigned has reasonable cause to believe that the company has failed to comply with the provisions of Rule 25A of the Companies (Incorporation) Rules, 2014 read with Section 12(1) of the Companies Act, 2013. With the aforementioned circumstances on hand, it is felt due and justified to levy a penalty of Rs. 1,00,000/- on company and officers in default as per table given below for the violation of Section 12 r/w rule 25A of the Companies (Incorporation) Rules, 2014:
| Nature of default | Penalty imposed on company /Director | Penalty Imposed pursuant to Sec. 12(8) of the Companies Act, 2013 (In Rs.) |
| Violation of Rule 25A of the Companies (Incorporation) Rules, 2014 | DIVYAM INFRACON PRIVATE LIMITED | 1,00,000 |
| MUKESHBHAI GOBARBHAI CHOTHANI | 1,00,000 | |
| HARESHBHAI GOBARBHAI CHOTHANI | 1,00,000 | |
| BHAVESHKUMAR KALABHAI | 1,00,000 | |
| Total | 4,00,000 | |
AO is of the opinion that penalty is commensurate with the aforesaid default committed by the Noticee.
10. The noticees shall pay the amount of penalty by way of e-payment available on Ministry website www.mca.gov.in under “Pay miscellaneous fees” category in MCA fee and payment Services under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 within 90 days from the date of receipt of this order and copy of this adjudication order and Challan/SRN generated after payment of penalty through online mode shall be filed in INC-28 under the MCA portal without further reference and intimation should be submitted to this office.
11. Appeal against this order may be filed in writing with the Regional Director, North Western Region, Ministry of Corporate Affairs, Roc Bhavan, opp. Rupal park, Nr. ANKUR BUS STAND, NARANAPURA, AHMEDABAD (GUJARAT)- 380013 within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by the certified copy of this order. [Section 454(5) & 454(6) of the Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019]
12. Your attention is also invited to Section 454(8)(i) and 454(8) (ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, the company shall be punishable with fine which shall not less than Twenty Five Thousand Rupees but which may extend to Five Lakhs Rupees and officer in default shall be punishable with Imprisonment which may extend to Six months or with fine which shall not be less than Twenty Five Thousand Rupees by which may extend to one Lakhs Rupees or with both.
The adjudication notice stands disposed of with this order.
REGISTRAR OF COMPANIES/
ADJUDICATING AUTHORITY
MINISTRY OF CORPORATE AFFAIRS
GUJARAT, DADRA & NAGAR HAVELI
