The Registrar of Companies (ROC), Mumbai, under the Ministry of Corporate Affairs, issued an order dated October 8, 2025, for the adjudication of a penalty against CINDY ENGINEERING PVT LTD and its directors, Amit Chandola and Gijubhai Bababhai Patel, for a violation of the Companies Act, 2013. The company filed a suo motu application admitting to the contravention of Section 92(1)(f), which requires the accurate mention of the number of Board Meetings in the Annual Return (e-form MGT-7).
The company incorrectly reported eight Board Meetings for the Financial Year 2020-21 instead of the eleven actually held, citing a “clerical, unintentional error” during the COVID-19 pandemic. The default is punishable under Section 450 of the Act. Since CINDY ENGINEERING PVT LTD qualifies as a Small Company, the penalty is capped at one-half of the standard amount as per Section 446B. Consequently, the Adjudicating Officer imposed a reduced penalty of each on the company and its two directors. The company and the officers in default are required to pay the penalty within days of receiving the order, and they have the option to file an appeal with the Regional Director, Mumbai, within days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/10-2025/MB/00725 Dated: 08/10/2025
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 CINDY ENGINEERING PVT LTD [herein after known as Company] bearing CIN U74110MH1995PTC257134, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at A-103, SHAHEEN APARTMENTS, DAWOOD BAUG CROSS LANE, NEAR P.K. JEWELLERS, J.P. ROAD, ANDHERI RAILWAY STATION MUMBAI MUMBAI MAHARASHTRA INDIA 400058
Individual details:
In the matter relating to AMIT CHANDOLA [herein after known as individual] having DIN 08525232 and having its address at S/O SHANTU CHANDOLA, BEHIND ST. THOMAS COLLEGE, 12 PATEL ROAD DEHRADUN UTTARAKHAND INDIA 248001
In the matter relating to GIJUBHAI BABABHAI PATEL [herein after known as individual] having DIN 05120378 and having its address at 50, KRISHNA BUNGLOW, VIBHAG-1,B/H TIRUPATI SOC, NEW RANIP, OPP PANCHVATI GST CROSSING, AHMEDABAD GUJARAT INDIA 382470
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 office of Registrar of Companies, Mumbai (hereinafter referred as the ROC) is in receipt of a Suo motu Adjudication Application from the Company, Mr. Gijubhai Bababhai Patel, Mr. Amit Chandola (hereinafter referred to as the Applicant) filed on 09.05.2025 for violation of Section 92(1)(f) of the Companies Act, 2013.
Whereas the applicants have stated that the Company convened eleven Board Meetings in the financial year 2020-21. However, due to oversight, the meetings held on 20.06.2020, 08.09.2020 and 31.03.2021 were not mentioned and the number of meetings held in the said financial year was incorrectly mentioned as Eight meetings instead of Eleven meetings in the Annual Return filed in E-from MGT-7 (T72108715) for the financial year 2020-2021 in contravention of Section 92(1) (f) of the Act and the said default is punishable under Section 450 of the Act.
2. The Applicants did not request for a hearing under the provisions of Section 454(4) of the Act and the Adjudicating Officer was also of the view that hearing is not required in the instant matter.
E. Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/07-2025/MB/02251 dated 29.07.2025 was issued to the Applicants under Section 454 read with Section 450 of the Act electronically via E-adjudication module on account of incorrectly mentioning the number of Board Meetings in the Annual Return filed for FY 2020-2021 in contravention of provisions of Section 92(1)(f) of the Act.
B. A reply to the said notice was received from the Company on behalf of all the Applicants on 31.07.2025. They submitted as under:
C. That the non-compliance occurred due to clerical, unintentional error while preparation of Annual Return for FY 2020-2021. The default was committed during COVID-19 pandemic when the Company was operating in the work from home mode.
D. That the Company falls within the definition of a small company under Section 2(85) of the Act as its total paid up capital is Rs. 3,75,42,720/- and turnover is less than Rs. 40 Crores. Therefore, the Company and its Officers in default are subject to penalty under the provisions of Section 446B of the Act.
C. The Applicants did not request for a hearing under the provisions of Section 454(4) of the Act and the Adjudicating Officer was also of the view that hearing is not required in the instant matter.
D. Ergo, I am of the considered view that the Company admittedly failed to accurately mention the correct numbers of board meetings held during F.Y 2020-21 in contravention of Section 92(1)(f) of the Act. Thus, the Company and its every Officer who is in Default shall be liable to penalty of Rs. 10,000/- each for the default under the provisions of Section 450 of the Companies Act, 2013.
E. The subject Company falls within the definition of a Small Company under the provisions of Section 2(85) of the Act although as its paid-up capital was Rs. 3,75,42,720/- and its turnover was Rs. 7,543,860/-for the F.Y.2020-2021. Therefore, the Company and the Officers in default are subject to penalty which shall not be more than one-half of the penalty as per the provisions of Section 446B of the Companies Act, 2013.
F. Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose a penalty of Rs. 5000 each (Rupees Five thousands only) on the Company and its officer in default namely Mr. AMIT CHANDOLA (Director) and Mr. GIJUBHAI BABABHAI PATEL(Director) under the provisions of Section 450 read with Section 446B for violation of provisions of Section 92(1)(f) of the Act as given in the table below at para 2.
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 | CINDY ENGINEERING PVT LTD having CIN as U74110MH1995P TC257134 | NA | 5000 | 0 | 200000 |
| 2 | AMIT CHANDOLA having DIN as 08525232 |
NA | 5000 | 0 | 50000 |
| 3 | GIJUBHAI BABABHAI PATEL having DIN as 05120378 | NA | 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 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
