The Registrar of Companies, Mumbai, imposed penalties under Section 134(8) of the Companies Act, 2013 on a private company and its directors for failure to disclose related party transactions in the Board’s Report and Form AOC-4. The matter arose following an inspection ordered by the Ministry of Corporate Affairs, during which it was observed that the company had taken a loan of Rs. 1,67,20,462 from a related party during FY 2020-21 but failed to disclose the transaction under Section 134(3)(h) and AS-18 requirements. During the adjudication proceedings, the company argued that the transaction was a loan from a sister concern and did not fall under Section 188(1). However, the adjudicating authority relied on the inspection report and the company’s earlier written admission acknowledging the omission as a clerical error. Holding that the company was not eligible for relief under Section 446B, the authority imposed penalties of Rs. 3 lakh on the company and Rs. 50,000 each on two directors.
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/12-2025/MB/01264 | Dated: 25/05/2026
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 OM SHYAMJI FOODS PRIVATE LIMITED [herein after known as Company] bearing CIN U15400MH2008PTC187366, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 119,VEENA BEEN SHOPING CENTRE,GURU NANAK ROAD, BANDRA (W) NA MUMBAI MAHARASHTRA INDIA 400050
Individual details:
In the matter relating to ANIL KUMAR GUPTA _______
In the matter relating to RAGHAV GUPTA ANILKUMAR____________
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 its letter No. CL-II-07-489/2021 dated 02.03.2022, had ordered an Inspection in the subject Company. Accordingly, Inspection was carried out and Inspection Report was submitted on 23.05.2023. Further, the Company has also filed a suo-motu adjudication application vide eForm GNL-1 having SRN No. AB5755460 in this regard.
Whereas the provisions of Section 134(3)(h) provide that there shall be attached to statements laid before a Company in general meeting, a report by its Board of Directors, which shall include-
(h) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form.
Whereas the IO, during the Inspection of financial statements of FY 2020-21, had observed that the Company had taken loan from related party amounting to Rs. 1,67,20,462/-. However, the Company failed to disclose the same in Board Report or while filing form AOC-4 under AS-18, in contravention of 134(3)(h) of the Companies Act, 2013.
2. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer granted an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025 at 03:00 PM (IST) and notice bearing ID: EH/ADJ/12-2025/MB/00932
E.Order:
1. A Show Cause notice bearing ID: SCN/ADJ/09-2025/MB/02637 dated 10.10.2025 was issued to Company and its Officers in default under Section 454 read with Section 134(8) for default under Section 134(3)(h) of the Act.
B. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer granted an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025 at 03:00 PM (IST) and notice bearing ID: EH/ADJ/12-2025/MB/00932 dated 01.12.2025 was issued for the same.
C. The scheduled hearing was attended by Mr. Parth Joshi, Practicing Company Secretary who has admitted the default on behalf of the all the noticees and submitted that:
i. The Company was Small Company during the period of default.
ii. The company had taken loan from related party and the related party was sister concern and the said transaction was not of nature of Sale and purchase. The said transaction does not cover under Section 188(1) of the Act. The provisions of section 134(3)(h) of the Companies Act, 2013 read with AS-18 mandates to report the transactions covered under Section 188(1) of the Act. As the transaction in question, is not covered under section 188(1) of the Act, need not be disclosed in boards report or while filing E-form AOC-4. Thus, there is no contravention of provisions of Section 134(3)(h) of the Act.
D.The period of default is considered as the date of approval of financial statements by the Board of Directors that is 01.09.2021. As per the financial statements filed for the immediately preceding FY 2020-2021, the paid-up share capital and turnover of the Company was Rs. 2,00,00,000/- and Rs. 16,24,34,127/-. Thus, the Company does not fall under definition of Section 2(85) of the Act during the relevant period. Ergo, I am constrained not to extend the benefit a benevolent provision of Section 446B to the noticees on account of their sheer negligence.
E.Based on IO report and a suo moto adjudication application, and submission made during E-hearing, it is observed that the Company failed to disclose the loan taken from related party amounting to Rs. 1,67,20,462/- in the above mentioned Board Report or while filing form AOC-4 under AS-18, in contravention of 134(3)(h) of the Companies Act, 2013. The adjudicating officer has perused Inspection Report and Reply sent by the company to the queries of IO during the course of Inspection. Vide letter dated 31.03.2023 the company has replied as under:
We acknowledge the above error in our Financial Statements. This was a clerical error on part of the secretarial personnel. We request you to condone the same.
Since the company has admitted violation of section 134(3)(h) in reply to then IO and based on such admission the IO has recommended for the penal action for the aforesaid violation. The same has also been sanctioned by the competent authority.
F. Thus, the Company shall be liable to a penalty of Rs. 3,00,000/- /-(Rupees Three Lakhs only) and its Officers in default shall be liable to a penalty of Rs.50,000/- (Rupees Fifty Thousand only) under the provisions of Section 134(8) for default of Section 134(3)(h) of the Act.
G.Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. Rs. 3,00,000/-(Rupees Three Lakhs only) on the Company and Rs.50,000/- (Rupees Fifty Thousand only) on each Officers in default namely Mr. ANIL KUMAR GUPTA (Director) and Mr. RAGHAV GUPTA ANILKUMAR (Director) under Section 134(3)(h) 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 | OM SHYAMJI FOODS PRIVATE LIMITED having CIN as U15400MH2008P TC187366 | NA | 300000 | 0 | 300000 |
| 2 | ANIL KUMAR GUPTA having DIN as 01495712 | NA | 50000 | 0 | 50000 |
| 3 | RAGHAV GUPTA ANILKUMAR having DIN as 06948758 | 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 I
