The Registrar of Companies (ROC), Mumbai, acting as the Adjudicating Officer, has decided not to impose a penalty on CHINA CONSTRUCTION SAUSUM (INDIA) PRIVATE LIMITED and its directors for the delay in filing the Annual Return for the Financial Year 2019-20. The decision was based on a specific provision in the Companies Act, 2013, which provides for the waiver of a penalty if a default is rectified before or shortly after a notice is issued.
The ROC initiated an inquiry into the company after a directive from the Director General (Corporate Affairs). The inquiry report revealed that the company had failed to file its Annual Return for the Financial Year ended on March 31, 2020. Despite an extension granted by the ROC for the Annual General Meeting due to the COVID-19 pandemic, which pushed the filing deadline to February 28, 2021, the company filed its return on February 15, 2023, a delay of 717 days.
However, the ROC’s order referenced a proviso to Section 454(2) of the Companies Act, 2013. This provision states that if a company rectifies the default of non-filing of an Annual Return prior to or within thirty days of the adjudicating officer’s notice, no penalty will be imposed, and all proceedings will be concluded. In this case, the company filed its Annual Return on February 15, 2023, which was well before the show cause notice was issued on August 4, 2025.
Since the company had already rectified its non-compliance by filing the overdue Annual Return before the formal notice was sent, the ROC concluded that the conditions of the proviso were met. As a result, the order confirmed that no penalty would be imposed on the company or its officers. The order also explicitly noted that no further rectification of the default was required, and the penalty table showed zero amounts for all parties involved.
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/09-2025/MB/00674 Dated: 25/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 92(5) 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 CHINA CONSTRUCTION SAUSUM (INDIA) PRIVATE LIMITED [herein after known as Company] bearing CIN U45309MH2017FTC296794, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at Shop no. F8, 1st Floor, Chinewondor Mall, G. B. Road, Kapurbawdi Junction, Thane W est, NA Thane Thane Maharashtra India 400610
Individual details:
In the matter relating to GORACHAND MANDAL [herein after known as individual] having DIN 08351604 and having its address at F-9/3, 316, SECTOR 7, GHANSOLI NAVI MUMBAI MUMBAI Maharashtra India 400701
In the matter relating to SHENGLIANG XIAO [herein after known as individual] having DIN 08392179 and having its address at No. 80, Jingkui Road, Yuhua District Changsha City NA China 410000
In the matter relating to NITESH KUMAR [herein after known as individual] having DIN 09568471 and having its address at BANGALI PADA RAJGIR, NALANDA Bihar India 803116
In the matter relating to LINXING WENG [herein after known as individual] having DIN 08413310 and having its address at Hiranandani Parks Oragadam, Singaperumalkoil, Kancheepuram, Chengalpattu Kanchipuram Tamil Nadu India 603204
C. Provisions of the Act:
If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure 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.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the office of the Director General (Corporate Affairs) (hereinafter referred to as DGCoA) vide letter no. CL-II-08/131/2021-DGCoA-MCA dated 13.12.2021 directed the office of Registrar of Companies, Mumbai (hereinafter referred to as the ROC) to conduct an inquiry under Section 206(4) of the Companies Act, 2013 in the matter of the China Construction Sausum (India) Private Limited. Accordingly, the said Inquiry was conducted, and an Inquiry report was submitted on 30.08.2022.
Whereas the IO in his inquiry report observed that the Company failed to file its Annual Return for the Financial Year ended as on 31.03.2020.
Whereas during the period of Covid-19 pandemic, the ROC vide order dated 08.09.2020 had given an extension of 3 months for holding of the Annual General Meeting for F.Y. 2019-2020. Thus, the due date of filing Annual Return for F.Y. 2019-2020 was 28.02.2021. However, on perusal of the e-filings, it is observed that the Company has filed its Annual Return vide SRN F58786013 dated 15.02.2023 after a delay of 717 days in contravention of section 92(4) of the Act.
2. Acceding to the request of the Company, 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.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/07-2025/MB/02244 dated 04.08.2025 was issued to the Company and its Officers in default (hereinafter referred to as the Noticees) under Section 454 read with Section 92(5) of the Act
B. A reply was received from the Company vide letter dated 18.08.2025 to the said show cause notice. In the said reply, the Company stated that it had filed its Annual Returns for F.Y 2019-20 vide SRN F58786013 on 15.02.2023 and that the delay was inadvertent and due to COVID-19 pandemic.
C. Further, the Company requested for E-hearing and acceding to such request, the Adjudicating Officer granted an opportunity of being heard to the noticees under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 03.09.2025 at 04:42 PM (IST) and notice bearing ID: EH/ADJ/08-2025/MB/00764 dated 28.08.2025 was issued for the same.
D. The said hearing was attended by Adv. Varun Jain, Authorized Representative. He submitted that the Company had filed its Annual Returns for F.Y 2019-20 on 15.02.2023.
E. Proviso to Section 454(2) of the Act states that in case the default relates to non-compliance sub-section (4) of section 92 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.
F. In the instant case, the Company has rectified the default by filing its Annual Returns for F.Y 2019-20 vide SRN
F58786013 on 15.02.2023 that is prior to the issue of notice dated 04.08.2025 by the Adjudicating Officer. Thus, no penalty shall be imposed on the Company and its Officers in Default under the provisions Section 92(5) read with Proviso to Section 454(2) 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 | CHINA CONSTRUCTION SAUSUM (INDIA) PRIVATE LIMITED having CIN as U45309MH2017F TC296794 | No rectification of the default is required | 0 | 0 | 200000 |
| 2 | GORACHAND MANDAL having DIN as 08351604 | No rectification of the default is required | 0 | 0 | 50000 |
| 3 | SHENGLIANG XIAO having DIN as 08392179 | No rectification of the default is required | 0 | 0 | 50000 |
| 4 | NITESH KUMAR having DIN as
09568471 |
No rectification of the default is required | 0 | 0 | 50000 |
| 5 | LINXING WENG having DIN as
08413310 |
No rectification of the default is required | 0 | 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
