The Registrar of Companies, Kanpur passed an adjudication order dated January 23, 2026 under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 7 read with Section 450 of the Act. The action followed an inquiry initiated under Section 206(4), during which it was observed that the company, at the time of incorporation, filed Form INC-32 without attaching the mandatory declaration by a professional and a proposed director confirming compliance with statutory requirements for registration. The default was reported by the Inquiry Officer and sanction for penal action was accorded by the competent authority. A show cause notice dated October 16, 2025 was issued to the company and its officers in default, but no response or request for hearing was received. Consequently, penalties were imposed under Section 450, with the maximum prescribed amounts levied on the company and its officers. The order directs rectification of the default, payment of penalties within 90 days through the MCA e-adjudication portal, provides a right of appeal, and warns of consequences for non-payment. The order was passed by the Registrar of Companies, Kanpur.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/01-2026/KN/01424 | Dated: 23/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification no. S.O. 831(E) dated 24.3.2015 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 DEER SMART INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U31900UP2019FTC122443, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO. 516, FLOOR 5TH TOWER-B, I-THUM TOWER SECTOR 62, NOIDA NOIDA GAUTAM BUDDHA NAGAR UTTAR PRADESH INDIA 201301
Individual details:
In the matter relating to WENHUA ZHANG ______________
In the matter relating to NASIB SINGH ___________
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Directorate vide its letter no. Inq./Guard/2021/10971 dated 17.12.2021 and Ministry?s letter no. F.No. CL-II-08/131/2021-DGCoA-MCA dated 13.12.2021 directed to conduct the inquiry u/s. 206(4) of the Companies Act, 2013, against the said company. The Inquiry officer has observed that the E-form INC-32 filed vide SRN-R02497790 dated 12.10.2019 do not contain a declaration in prescribed form by an Advocate, Chartered Accountant who is engaged in the formation of the company and by a person named in the articles as a director of the company, that requirement of this act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with were not attached. The said default was reported by Inquiry officer as noncompliance of section 7(1)(b) and penal action as contemplated under section 7(5) read with Section 447 of the Companies Act, 2013 in the report dated 13.06.2022. However, the O/o DGCoA vide its letter No. CL-II/04/184/2022-O/o DGCoA-MCA dated 16.10.2024 has accorded the sanction to take penal action for violation of section-7. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 7 r/w section 450 of the Companies Act, 2013 . And are thus liable for penal provisions.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard
E. Order:
1. The Inquiry officer has observed that the E-form INC-32 filed vide SRN-R02497790 dated 12.10.2019 do not contain a declaration in prescribed form by an Advocate, Chartered Accountant who is engaged in the formation of the company and by a person named in the articles as a director of the company, that requirement of this act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with were not attached. The said default was reported by Inquiry officer as non-compliance of section 7(1)(b) and the O/o DGCoA vide its letter No. CL-II/04/184/2022-O/o DGCoA-MCA dated 16.10.2024 has accorded the sanction to take penal action for violation of section-7. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 7 r/w section 450 of the Companies Act, 2013 .
Hence this office issued Show Cause Notice on 16.10.2025 to the company and its officer-in-default. More than 30 days have expired from issue of Show Cause Notice, no response has been received till date. The company and its officer-in default have also not requested for hearing. In the said circumstances penalty as applicable as mentioned below contemplated under Section 450 of the Companies Act 2013 is being imposed.
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 | DEER SMART INDIA PRIVATE LIMITED having CIN as U31900UP2019F TC122443 | 200000 | 1987000 | 200000 | |
| 2 | WENHUA ZHANG having DIN as 08583803 | 50000 | 1987000 | 50000 | |
| 3 | NASIB SINGH having DIN as 08338800 | 50000 | 1987000 | 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 Noida 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.
Sanjay Bose,
Registrar of Companies
ROC Kanpur
