The Registrar of Companies, Gwalior, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, passed an order dated 27.02.2026 imposing penalty for violation of Sections 13 and 10 of the Act. SIMRAN AGROVET LIMITED had inadvertently engaged in integrated poultry farming activities from 21.01.2022, which were not specifically covered under its original main object clause in the Memorandum of Association (MOA), where only “poultry feed” was mentioned. Upon realizing the non-compliance, the company altered its object clause through a special resolution on 16.04.2025 and obtained a fresh certificate from MCA. The default was adjudicated under Section 450. Considering that the company qualified as a Small Company under Section 2(85), penalty was reduced under Section 446B to half of the prescribed amount. Accordingly, a penalty of ₹1,00,000 was imposed on the company and ₹25,000 each on four directors. The penalty is payable within 90 days, with a right of appeal to the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Gwalior
Registrar Of Companies, 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh, India, 474009
Phone: 0751-2321907
Fax: 0751-2631853
E-mail: roc.gwalior@mca.gov.in
Order ID: PO/ADJ/02-2026/GL/01697 Dated: 27/02/2026
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. 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 SIMRAN AGROVET LIMITED [herein after known as Company] bearing CIN U15400MP2017PLC043674, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 624-E, SECOND FLOOR, OPPOSITE VIKAS REKHA COMPLEX KHATIWALA TANK INDORE G.P.O. INDORE INDORE MADHYA PRADESH INDIA 452001
Individual details:
In the matter relating to AVNEET SINGH BHATIA ———
In the matter relating to SUMEET SINGH BHATIA ———
In the matter relating to KAWALJEET SINGH BHATIA ——-
In the matter relating to DILRAJ SINGH BHATIA ——–
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 company SIMRAN AGROVET LIMITED (CIN:U15400MP2017PLC043674) has filed suo-moto an application of Adjudication under section 454 of the Companies Act, 2013 for Adjudication of Penalties for Non-compliance of Section 13 of the companies Act, 2013 read with Section 10 of Companies Act 2013 through the e-Form GNL-1 vide SRN: AB7973449. This office has verified the facts and found that the applicant company, with effect from 21st January 2022, inadvertently engaged in integrated poultry farming business activities which were not specifically covered under the main object clause of its Memorandum of Association (MOA) as originally registered. Only word poultry feed was there which does not specifically covered integrated poultry farming activities. This conduct amounts to a violation of section 13 of the companies Act, 2013, read with section 10, which mandates that a company shall act strictly in accordance with its stated objects. Upon realizing the non-compliance, the company took corrective action by duly altering its object clause on 16th April 2025 by passing special resolution by the members of the company and consequent to that effect new certificate for alteration of main object clause of MOA was issued by the MCA.
2. The company has filed an application dated 09.06.2025, accordingly the matter has been taken up and opportunity of being heard has been given to the applicants on 17.02.2026.
E.Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/01-2026/GL/03410 dated 05.01.2026 was issued to the Company and its Officers in default (hereinafter referred to as the notices) under Section 454 read with Section 13 read with section 10 of the Companies Act, 2013.
B. The directors had submitted its written submission on 22.01.2026 to the said Show Cause Notice dated 05.01.2026.
C. The company has filed an application dated 09.06.2025, accordingly the matter has been taken up and an opportunity of being heard was granted by the Adjudicating Officer 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 17.02.2026 at 12:00 PM (IST) and notice bearing ID: EH/ADJ/02-2026/GL/01199 dated 12.02.2026 was issued. The authorised representative on behalf of the company appeared and attend the hearing.
D. Based on the facts and circumstances of the case, it is observed that the Company has violated the provision of section 13 read with section 10 of the Companies Act 2013 in the Financial Year 2021-22 as the applicant company, with effect from 21st January 2022 inadvertently engaged in integrated poultry farming business activities which were not specifically covered under the main object clause of its Memorandum Of Association (MOA) as originally registered. Only word poultry feed was there which does not specifically covered integrated poultry farming activities. This conduct amounts to a violation of section 13 of the Companies Act, 2013, read with Section 10, which mandated that a company shall act strictly in accordance with its stated objects.
E. The period of default is considered from the date on which company was inadvertently engaged in integrated poultry farming activities. Accordingly, the company and every officer of the company who is in default or such other person shall be 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.
F. However, the Subject Company falls within the definition of a Small Company under the provisions of Section 2(85) of the Act as its paid-up capital is Rs. 3,00,00,000/- and its turnover is Rs. 5,66,30,83,562.74/- for the F.Y. 2024-25 and turnover in F.Y. 2023-24 is Rs. 3,68,67,62,326. Therefore, as per the provisions of Section 446B of the Companies Act, 2013, the Company and the Officers in default shall be subject to penalty which shall not be more than one half of the prescribed penalty, that is Rs. 1,00,000/- (One Lakh Only) for company and Rs. 25,000/- (Twenty-Five Thousand) for officers in default in the instant case.
G. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 1,00,000/- (One Lakh Only) on the Company and Rs. 25,000/- (Twenty-Five Thousand) on its Officers in default.
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 | SIMRAN AGROVET LIMITED having CIN as U15400MP2017P LC043674 | 100000 | 0 | 200000 | |
| 2 | AVNEET SINGH BHATIA having DIN as 02773206 | 25000 | 0 | 50000 | |
| 3 | SUMEET SINGH BHATIA having DIN as 00401775 | 25000 | 0 | 50000 | |
| 4 | KAWALJEET SINGH BHATIA having DIN as 00401827 | 25000 | 0 | 50000 | |
| 5 | DILRAJ SINGH BHATIA having DIN as 00646112 | 25000 | 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 Ahmedabad 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.
Anjali Pokhriyal,
Registrar of Companies
ROC Gwalior
