The Registrar of Companies (ROC), Mumbai, by order dated 18 December 2025, imposed penalties under Section 454 read with Section 172 of the Companies Act, 2013 for violation of Section 151 relating to the appointment of a director elected by small shareholders. An inquiry initiated by the Directorate revealed that a listed company had failed to appoint a small shareholders’ director as mandated under Section 151 read with Rule 7 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Despite issuance of a show cause notice in January 2025, neither the company nor its directors responded or sought a hearing, leading the ROC to proceed ex parte. The default was treated as a continuing failure from 21 December 2020 to 18 December 2025. Applying Section 172, the ROC imposed the maximum penalty of ₹3,00,000 on the company and ₹1,00,000 each on three directors. The order directs rectification of the default and payment of penalties within 90 days, with a right of appeal to the Regional Director.
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/12-2025/MB/01059 Dated: 18/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 JMDE PACKAGING & REALTIES LIMITED…………
Individual details:
In the matter relating to PANDURANG APPA CHORGE………..
In the matter relating to RACHANA JITESH PANDYA ………….
In the matter relating to KAUSHIK SHARADCHANDRA SHAH………….
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Pursuant to the Directorate’s email dt 14/06/2018 wherein issue based inquiry for resignation of auditor Dularesh K Jain by filing form ADT-3 vide SRN G7848044 dt 06/03/2018 which was invalid and not taken on record, accordingly, IO has submitted his report vide letter dated 28/04/2023. During the Inquiry IO reported that the listed company may have one director elected by such small shareholders as per provisions of Violation of Section 151 of the Companies Act 2013 read with Rule 7 of the Companies (Appointment and Qualification of Directors) Rules 2014 ad the same is contravened by the Company for which Company and every officer of the Company liable for penal under Section 172 of the Companies Act 2013.
2. No replies were received from the noticees to the aforesaid Show Cause Notice dated 20.01.2025 on E-adjudication portal nor requested for E-hearing. Thus, the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/10-2024/MB/00048 dated 20.01.2025 was issued to the Company and its Officers in default (hereinafter referred to as the Noticees) under Section 454 read with Section 172 on account of failure to appoint a director elected by small shareholders as required under the Section 151 of the Act read with Rule 7 of the Companies (Appointment and Qualification of Directors) Rules 2014 of the Act.
B. No replies were received from the noticees to the aforesaid Show Cause Notice dated 20.01.2025 on E-adjudication portal nor requested for E-hearing. Thus, the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
C. Based on the facts and circumstances of the case and IO report, I am of the view that the Company failed to appoint one director elected by small shareholders as prescribed in Rule 7 of the Companies (Appointment and Qualification of Directors) Rules 2014 in contravention of Section 151 of the Act and accordingly the Company and its every Officer who is in Default shall be liable under the provisions of Section 172 of the Act.
D. The period of Default is considered from the date of amendment to the penal Section 172 of the Act that is 21.12.2020 till the date of order that is 18.12.2025 to be total of 1824 days. Therefore, the Company and its Officers in default shall be liable to a penalty of R. 50,000/- for the first default and further penalty of Rs. 500/- per day for continued default of 1823 days upto a maximum penalty of Rs. 3,00,000/- (Rupees One Lakh only) for the Company and Rs. 1,00,000/- (Rupees One Lakh only) for every Officer in default.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs.3,00,000/- (Rupees Three Lakhs Only) on the Company and Rs. 1,00,000/- (Rupees One Lakhs only) on Mr. PANDURANG APPA CHORGE (Director), Ms. RACHANA JITESH PANDYA (Director) and Mr. KAUSHIK SHARADCHANDRA SHAH (Director) under the penal provisions of Section 172 of the Act for default of provisions of Section 151 of the Act read with Rule 7 of the Companies (Appointment and Qualification of Directors) Rules 2014.
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 | JMDE PACKAGING & REALTIES LIMITED having CIN as L17119MH1995P LC166035 | Noticees are directed to make good the default. | 300000 | 0 | 300000 |
| 2 | PANDURANG APPA CHORGE having DIN as 00282567 | Noticees are directed to make good the default. | 100000 | 0 | 100000 |
| 3 | RACHANA JITESH PANDYA having DIN as 03135038 | Noticees are directed to make good the default. | 100000 | 0 | 100000 |
| 4 | KAUSHIK SHARADCHAND RA SHAH having DIN as 05130695 | Noticees are directed to make good the default. | 100000 | 0 | 100000 |
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
