The Registrar of Companies, Mumbai-I imposed penalties under Section 450 of the Companies Act, 2013 against a company and its Managing Director for failure to disclose the web link of the annual return in the Board Report for FY 2019-20, resulting in violation of Section 92(3) of the Act. The matter arose through a suo motu adjudication application filed by the company and its Managing Director admitting the omission in the Board Report approved on 26.09.2020. During adjudication, the applicants also submitted a revised Board Report approved on 10.07.2025 rectifying the disclosure lapse. The ROC observed that the absence of the annual return web address constituted a contravention under Section 92(3), attracting penalty under Section 450 because no specific penalty was separately provided for the default. Consequently, penalties of Rs. 10,000 each were imposed on the company and the Managing Director. The noticees were directed to pay the penalty and comply within 90 days, with liberty to appeal before the Regional Director, Mumbai.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/05-2026/MH/02120 Dated: 13/05/2026
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 number S.O. 698(E) dated 10/02/2026 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 HD FIRE PROTECT LIMITED [herein after known as Company] bearing CIN U29270MH1997PLC107536, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at O-611, 6TH FLOOR, RUNWAL R SQUARE OPP. VEENA NAGAR, L. B. S. MARG, MULUND WEST NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400080
Individual details:
In the matter relating to HARISH NARSHI DHARAMSHI——
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 – Whereas the Registrar of Companies, Mumbai – I (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application on 29.08.2025 The instant Adjudication Application filed by the Company and Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) (hereinafter referred to as the Applicants) under Section 454 of the Companies Act, 2013 (hereinafter referred to as the Act) on account of nondisclosure of the weblink of annual return in the board report for financial year 2019-2020 which resulted in contravention of Section 92(3) of the Act.
Whereas Section 92(3) of the Act reads as follows
(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include (a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed
Whereas the applicants have stated that the Board Report prepared for Financial year 2019-2020 did not include following disclosures: i. Web address of the annual return referred to in Sub-section (3) of Section 92. ii. Disclosure of cost records in board report in compliance of Rule 8(5)(ix) of Companies (Account) Rules, 2014. iii. Disclosure about confirmation on compliance with secretarial standards in board report in contravention of provisions of Section 92(3) of the Act and thus, the Company and its officers in default are liable for penal action under Section 450 of the Act.
Whereas the Applicants are requested to submit certified copy of board report approved on 26.09.2020 for financial year 2019-2020.
2. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/03-2026/MH/04055 dated 16.04.2026 was issued to the Company and its Officers in default namely Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) (hereinafter referred to as the Noticees) under Section 454 read with Section 450 for default under Section 92(3) of the Act.
B. The noticees submitted their reply on 23.04.2026 on E-adjudication portal and admitted the default. The noticees further submitted a certified copy of board report approved by the board in the meeting held on 26.09.2020 and revised copy of board report approved in the meeting held on 10.07.2025 for financial year 2019-2020.
C. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
D. On perusal of the said Suo Motu Application and reply submitted by the Applicants, it is observed that under the provisions of section 92(3) of the Act, the Applicant Company was required to make disclosure of weblink of annual return in the board report. However, board report signed for financial year 2019-2020 did not disclose the same resulted in contravention of Section 92(3) of the Act. Thereafter, the revised board report for FY 2019-2020 was approved during the board meeting held on 10.07.2025. Thus, the default period is considered as the date of singing the defective Board report that is 26.09.2020. Ergo, the Company and every officer of the company who is in default shall be liable for penalty under Section 450 of the Act.
E. The Company and its every officer in default viz; Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) shall be liable to a penalty of Rs.10,000/- (Rupees Ten Thousand only) under the provisions of Section 450 of the Act. The provisions of Section 2(85) of the Act does not apply in instant case.
F. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances, I hereby impose a penalty of Rs. 10,000/- (Rupees Ten Thousand only) on the Company and the officer in default viz; Mr. Harish Narshi Dharamshi, Managing Director (DIN:00033062) under the penal provisions of Section 450 for default under section 92(3) of the Act on account of failure to disclose the weblink of annual return in the board report for financial year 2019-2020 approved on 26.09.2020.
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 | HD FIRE PROTECT LIMITED having CIN as U29270MH1997P LC107536 | NA | 10000 | 0 | 200000 |
| 2 | HARISH NARSHI DHARAMSHI having DIN as 00033062 | NA | 10000 | 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 I
