The Registrar of Companies, Mumbai imposed penalties under Section 454 for violation of Section 137(3) of the Companies Act, 2013 after an inquiry revealed that the company failed to file its financial statements for FY 2019–20 within the statutory timeline. Although an extension of three months for holding the AGM was granted due to Covid-19, the company still did not file its financial statements even up to the date of the order. The ROC noted that the company went into liquidation on 27.01.2025, and determined the period of default for the company as 30.01.2021 to 27.01.2025 (1459 days), while the directors’ default continued until 22.11.2025 (1758 days). Penalties of ₹1,55,800 were imposed on the company, and ₹50,000 each—the maximum permissible—on both defaulting directors. The noticees must rectify the default and pay the penalty via the MCA e-adjudication portal within 90 days, with appeal rights available within 60 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/11-2025/MB/00890 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 VINDHYAVASINI ISPAT INDUSTRIES PRIVATE LIMITED [herein after known as Company] bearing CIN U27310MH2010PTC209729, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FLAT NO. 101, OG-III, OBEROI GARDEN,THAKUR VILLAGE OFF WESTERN EXPRESS HIGHWAY, KANDIVALI ( FLAT NO. 101, OG-III, OBEROI GARDEN,THAKUR VILLAGE OFF WESTERN EXPRESS HIGHWAY, KANDIVALI ( NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400101
Individual details:
In the matter relating to VIJAY RAJENDRAPRASAD GUPTA
In the matter relating to RAHUL SURENDRA GUPTA
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. 03/726/2018/CL-II(WR) dated 04.11.2019, this office was directed to conduct an inquiry U/s 206(4) of the Companies Act, 2013 in the matter of VINDHYAVASINI ISPAT INDUSTRIES PRIVATE LIMITED. Accordingly, the said Inquiry was conducted, and an Inquiry report was submitted on 15.12.2022.
The IO in its Inquiry report observed that the Company had failed to file Financial Statements for the Financial Year 20192020 within 30 days from the due date of Annual General Meeting in compliance of Section 137(1) of the Companies Act, 2013. In this regard, it may be noted that the ROC, Mumbai vide order dated 08.09.2020 had also given an extension of 3 months for holding of an Annual General Meeting for 2019-2020.
Therefore, the Company and its MD and CFO/directors in charge /in absence of all directors who is in default shall be liable to penalty under the provisions of Section 137(3) of the Companies Act, 2013.
2. The Noticee did not request for E-hearing and the Adjudicating officer is of the view that no e-hearing is required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/02-2025/MB/00616 dated 24.02.2025 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 via E-adjudication module for default under Section 137(1) of the Act for the Financial Year (hereinafter referred to as F.Y.) 20192020.
B. No reply was received to the said Show Cause Notice on E-adjudication portal from the noticees nor did they request for E-hearing. Thus, the Adjudicating officer was also of the view that no E-hearing is required in the instant case.
C. On perusal of the e-filing of the Company on the MCA-21, it is observed that the Company has not filed its Annual Return for F.Y. 2019-20 till the date of this order. Further it is observed that the Company went into liquidation vide Honble NCLT Order dated 27.01.2025 passed in IA 339/2025 in C.P. (IB)/445(MB) 2020.
D. During the period of Covid-19 pandemic, the ROC vide order dated 08.09.2020 had given an extension of three months for holding of Annual General Meeting for F.Y. 2019-20. Thus, the due date of filing Financial Statements for F.Y. 2019-2020 was 29.01.2021. Accordingly, the period of default for the Company is considered, from 30.01.2021 till the date of the Liquidation order that is 27.01.2025, to be a total of 1459 days and the period of default for the Officers in default is considered, from 30.01.2021 till the date of the this order that is 22.11.2025, to be a total of 1758 days.
E. Therefore, the Company shall be liable to a penalty of Rs.10,000/- for first default and Rs.100/- per day for continued default of 1458 days that is Rs.1,45,800/- (Rupees One Lakh Forty-Five Thousand Eight Hundred only) aggregating to Rs.1,55,800/- (Rupees One Lakh Fifty-Five Thousand and Eight Hundred Only)
F. The directors of the Company namely Vijay Rajendraprasad Gupta (DIN 02535029) and Rahul Surendra Gupta (DIN 07284604) shall be liable to a penalty of Rs.10,000/- for first default and Rs.100/- per day for continued default of 1757 days that is Rs.1,75,700/- (Rupees One Lakh Seventy-Five Thousand and Seven Hundred only) aggregating to Rs.1,85,700/-(Rupees One Lakh Eighty-Five Thousand and Seven Hundred only) subject to maximum penalty of Rs.50,000/- (Rupees Fifty Thousands only) for officers in default under the provisions of the Section 137(3) of the Act.
G. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose penalty of Rs.1,55,800/- (Rupees One Lakh Fifty-Five Thousand and Eight Hundred Only) on the Company and Rs.50,000/- (Fifty Thousand Only) each on Vijay Rajendraprasad Gupta (DIN 02535029) and Rahul Surendra Gupta (DIN 07284604) respectively under the penal provisions of Section 137(3) of the Act for default of provisions of Section 137(1) 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 | VINDHYAVASINI ISPAT INDUSTRIES PRIVATE LIMITED having CIN as U27310MH2010P TC209729 | NA | 155800 | 0 | 200000 |
| 2 | VIJAY RAJENDRAPRAS AD GUPTA having DIN as 02535029 | NA | 50000 | 0 | 50000 |
| 3 | RAHUL SURENDRA GUPTA having DIN as 07284604 | NA | 50000 | 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
