The Registrar of Companies, Chennai passed an adjudication order imposing penalties under Section 450 of the Companies Act, 2013 for non-compliance with Section 92(1) read with Rule 11 of the Companies (Management and Administration) Rules, 2014. The company had filed its annual return in Form MGT-7A for FY 2022–23 within the prescribed timeline; however, subsequent review revealed that several mandatory particulars were incorrectly filled or omitted, rendering the return non-compliant with statutory requirements. Despite the lapse being procedural and the filing being timely, the defective annual return constituted a contravention attracting penal action. During adjudication, the company sought leniency on the ground that it was a DPIIT-recognised start-up facing financial constraints. Accepting this plea, the Adjudicating Officer invoked Section 446B and imposed a reduced penalty of ₹5,000 each on the company and its directors. The order reinforces that accuracy in annual return disclosures is mandatory, though eligible start-ups may receive reduced penalties.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/01-2026/CN/01373 Dated: 21/01/2026
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 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 BON FRESH FOODS PRIVATE LIMITED [herein after known as Company] bearing CIN U15131TN2016PTC111709, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO: 2/56, 7TH STREET, U BLOCK, ANNA NAGAR NA CHENNAI CHENNAI TAMIL NADU INDIA 600040
Individual details:
In the matter relating to PIYUSH BHANDARI ———
In the matter relating to MOHAMED YUSUFF JAHABAR SADIQUE . ——–
In the matter relating to SADAGOPAN BALAJI . ——–
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 has filed the Adjudication Application under 454 of the Companies Act, 2013 for contravention of section 92 of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014.
(1) Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding?
a. its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
b. its shares, debentures and other securities and shareholding pattern;
c. 5[Omitted]
d. its members and debenture-holders along with changes therein since the close of the previous financial year;
e. its promoters, Directors, key managerial personnel along with changes therein since the close of the previous financial year;
f. meetings of members or a class thereof, Board and its various committees along with attendance details;
g. remuneration of Directors and key managerial personnel;]
h. penalty or punishment imposed on the company, its Directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
i. matters relating to certification of compliances, disclosures as may be prescribed;
j. details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors 6[Omitted]; and
k. such other matters as may be prescribed,
The Company has filed Form MGT-7A with the Registrar of Companies, Chennai for the FY-2022-2023 vide SRN F75600429 dated October 30, 2023, within the prescribed time; however, upon subsequent review, it had come to the Board’s attention that certain particulars in the said Form MGT-7A were either inadvertently filled in correctly or omitted, and it was consequently observed that the filed FORM MGT-7A was not in conformity with the requirements as per Section (1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014. The Company has not complied with the provisions of Section 92 of the Companies Act, 2013, read with Rule 11 of the Companies (Management and Administration) Rules, 2014. Hence the Company and its Directors liable under section 450 of Companies Act, 2013.
2. The Adjudicating Authority had issued noticed for e-adjudication on 0512.2025. The Company vide letter dated 09.12.2025 submitted that the Company continues to be recognized as a start-up at from the date of the aforesaid contravention to the date of this letter and the Company has been incurring losses and is currently not in a financial position to bear higher penalties and further, submitted that imposition of a higher penalty would adversely affect the interest of its stakeholders. The company further requested to consider imposition of a lesser penalty, i.e., one-half of the amount stipulated under section 450 of the Companies Act, 2013. Further, the Adjudicating Authority had issued notice on 30.12.2025 for e-hearing scheduled on 30.12.2025. Mr. T H Vijay Prasad, Practicing Company Secretary appeared for the e-hearing scheduled on 30.12.2025 and submitted that, a lesser penalty may be considered, as the company is recognized as a start-up.
E. Order:
1. The Company Bon Fresh Foods Private Limited and its Directors Jahabar Sadique , Piyush Bhandari and Sadagopan Balaji have filed E-Form GNL-1 vide SRN: N31192446 dated 10.07.2025 and have also submitted a physical Suo-moto adjudication application under Section 454 of the Companies Act, 2013 for the non-compliance of provisions of Section 92 of the Companies Act, 2013. Pursuant to the Adjudication Application it is noticed that, the Company has filed Form MGT-7A with the Registrar of Companies, Chennai for the FY-2022-2023 vide SRN F75600429 on October 30, 2023, within the prescribed time; however, upon subsequent review, it had come to the Board’s attention that certain particulars in the said Form MGT-7A were either inadvertently filled incorrectly or omitted, and the filed FORM MGT-7A was not in conformity with the requirements as mandated under Section 92 (1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014.
In view of the above, it is evident that the Company had violated Section 92 (1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014. Hence, the Company and its directors in default are liable for penal action under Section 450 of the Companies Act, 2013.
Considering the fact that the Company is recognized as a startup by the DPIIT, I am inclined to impose lesser penalty on the Company and its Officers in default, in accordance with the provisions of Section 446B of the Companies Act, 2013.
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 | BON FRESH FOODS PRIVATE LIMITED having CIN as U15131TN2016P TC111709 | 5000 | 0 | 200000 | |
| 2 | PIYUSH BHANDARI having DIN as 00362706 |
5000 | 0 | 50000 | |
| 3 | MOHAMED YUSUFF JAHABAR SADIQUE . having DIN as 05223992 |
5000 | 0 | 50000 | |
| 4 | SADAGOPAN BALAJI . having DIN as 07485814 | 5000 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
