The Registrar of Companies, Guwahati, passed an order under Section 454 of the Companies Act, 2013 imposing penalty for violation of Section 134(1), punishable under Section 134(8). During an inquiry ordered under Section 206(4), it was found that the Financial Statements and Board Report for FY 2018–19 were signed on 20.08.2019 by directors who stood disqualified from 01.11.2017 to 31.10.2022 under Section 164(2)(a). The company admitted the facts but argued that it was a small company under Section 2(85), that the default was not wilful, and relied on the proviso to Section 167(1)(a). The Adjudicating Officer held that prima facie violation existed and clarified that penalty would be under Section 134(8). Noting that both disqualified directors had expired and considering the company’s status as a small company, penalty was imposed only on the company. A reduced penalty of ₹1,50,000 was levied, payable within 90 days, with right of appeal to the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Guwahati
Registrar Of Companies, 1st floor, BSNL Bhawan, Pan Bazar, Guwahati, Assam, India, 781001
Phone: 0361-2974431/30
E-mail: roc.shillong.mca.gov.in
Order ID: PO/ADJ/02-2026/GH/01675 | Dated: 17/02/2026
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 ROWRIAH ESTATES PVT LTD [herein after known as Company] bearing CIN U01132AS1959PTC001152, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at RANJAN BHAWAN, J.B ROAD NA JORHAT JORHAT ASSAM INDIA 785001
Individual details:
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 –
WHEREAS the Ministry vide letter no. CL-II/07/217/2021/DGCOA dated 17.06.2021 ordered Inquiry under section 206(4) in the matter of the subject company and subsequently Inquiry was conducted in compliance to the Ministry’s order.
WHEREAS during the course of Inquiry it was reported by the Inquiry Officer in its report that the Financial Statements and Board Report of F.Y. 2018-19 was signed on 20.08.2019 by the Directors who were disqualified for the period from 01.11.2017 to 31.10.2022 due to violation of section 164(2)(a) of the Companies Act, 2013. The reply of the company was examined by the Inquiry Officer and was found unsatisfactory. The Inquiry Officer concluded that there was a violation of section 134(1) of the Companies Act, 2013 for the Financial Year 2018-19 and held the company and every officer of the company who is in default liable for penal action under section 137(8) of the Companies Act, 2013.
WHEREAS the Ministry vide Letter No. CL-II-04/228/2023-O/o DGCOA-MCA dated 29.02.2024 accorded sanction to initiate penal action against the Company and directors/officers in default for violation of section 134(1) of the Companies Act, 2013.
In compliance to the Ministry’s directions as above, penal action under section 134(8) is being initiated against the Company for violation of section 134(1) of the Companies Act, 2013 for the Financial Year 2018-19.
It is obserbed from the Inquiry Report that both the directors namely Aswani Dhar Baruah and Aboni Dhar Baruah expired on 14.08.2020 and 05.08.2020 respectively and death certificates of which was attached in E-form DIR-12 in MCA-21 Portal for cessation of the said directors. Hence, SCN to the company is issued allowing 15 days time to submit response by the current directors.
It is obserbed from the Inquiry Report that both the directors namely Aswani Dhar Baruah and Aboni Dhar Baruah expired on 14.08.2020 and 05.08.2020 respectively and death certificates of which was attached in E-form DIR-12 in MCA-21 Portal for cessation of the said directors. Hence, SCN to the company is issued allowing 15 days time to submit response by the current directors.
2. E-hearing was held on 20.01.2026. However, hearing could not be held due to technical glitch.
E. Order:
1. The Authorised Representative Shri Pravin Kumar Chhajer, Practising Company Secretary on behalf of the company and its officers in default has submitted written submission physically vide letter dated 13.02.2026 wherein it is informed that the company is a small company as defined under section 2(85) of the Act and section 446B of the Companies Act,2013. The default was neither wilful nor intentional as the Company was a closely held company and appointing new Directors was not viable at that specific period. The Company and its officers have always endeavoured to comply with all statutory requirements under the Companies Act,2013. It is pertinent to mention here that as per the proviso to Section 167(1)(a) which reads as.. Provided that where he incurs disqualification under sub-section (2) of section 164 the office of the director shall become vacant in all the companies, other than the company which is in default under that sub-section. From the reading of the above proviso it is explicit that the Disqualified Directors can be the Directors of the defaulting company and the basic purpose is to comply with all the pending compliances and to ensure that overdue returns could be filed, thereby fulfilling the statutory obligation to remedy the non-compliance.
In view of the above facts and submissions, the matter was perused and found that the company has admitted the facts that Financial Statements and Board Report of F.Y. 2018-19 was signed on 20.08.2019 by the Directors who were disqualified for the period from 01.11.2017 to 31.10.2022 due to violation of section 164(2)(a) of the Companies Act, 2013 and prima facie violation exist. The Penal Action of the violation of section 134(1) of the Companies Act,2013 shall be in accordance with section134(8) of the Act as stated in Para C of the SCN dated 11.12.2025 instead of 137(8) as mentioned in the Para D of the said SCN due to typographical error. Further, it was observed that both the directors i.e. officers in default namely Aswani Dhar Baruah and Aboni Dhar Baruah has expired. Hence, after considering the status of the company being “Small Company” under section 2(85) of the Act, the undersigned being the Adjudicating Officer do hereby impose the penalty on the Company only under section 134(8) for violation of section 134(1) of the Companies Act,2013. The amount of penalty imposed on the company shall be paid/deposited by the existing management of the company.
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 (*Per day of continuing default i.e. date of rectification of default less order issue date)
(E) |
Maximum limit for Penalty
(F) |
| 1 | ROWRIAH ESTATES PVT LTD having CIN as U01132AS1959P TC001152 | N.A. | 150000 | 0 | 300000 |
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 Guwahati 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.
Ananta Sethi,
Registrar of Companies
ROC Guwahati
