The Registrar of Companies, Ahmedabad, imposed penalties on a company and its Managing Director under Section 134(8) of the Companies Act, 2013, for non-compliance with Section 134(3)(f) regarding audit trail maintenance in accounting software. During internal due diligence, the company identified that its previous software lacked an audit trail feature as required under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (revised 2022). The company rectified the default by procuring compliant software and disclosed the corrections in the Annual Report for FY 2024-25. The default related to the period from 01.04.2023 to 31.03.2024. A suo-moto adjudication application was filed by the company and Managing Director, taking responsibility for the lapse. Penalties of ₹3 lakh on the company and ₹50,000 on the Managing Director were imposed, payable via the MCA e-Adjudication portal within 90 days, with personal liability for the director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat,
India, 380013
Phone: 079-27438531
E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/12-2025/AD/01040 | Dated: 02/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) 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 TOPSUN ENERGY LIMITED [herein after known as Company] bearing CIN U31900GJ2007PLC051489, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at B – 101, GIDC ELECTRONIC ESTATE SECTOR – 25 NA GANDHINAGAR GUJARAT INDIA 382028
Individual details:
In the matter relating to CHINTAN GANDABHAI PATEL _______
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed GNL-1 vide SRN AB5754819 dated 30.07.2025 in the matter of Suo moto adjudication application under Section 134 (3) (f) of the Companies Act, 2013 the adjudication application made by M/s. Topsun Energy Limited and Mr. Chintan Gandabhai Patel, Managing Director only other officer in default have not made adjudication application. As per Suo moto adjudication application clause 7 regarding facts of case the company has stated that during internal due diligence it was pointed out that the company has defaulted in compliance with the provisions of section 134 (3) (f) of The Companies Act, 2013 r.w. Rule 11 (g) of The Companies (Audit and Auditors) Rules, 2014 (as amended in 2022). It was pointed out that in the as per Auditors Report for the Financial year ended as on 31st March, 2024, the auditors have observed at para 2 (h) (v) of Report on Other Legal and Regulatory Requirements as under Based on our examination carried out in accordance with the implementation of Guidance on reporting of Audit Trail under Rule 11 (g) of The Companies (Audit and Auditors) Rules, 2013 (Revised 2024 edition) issued by The Institute of chartered Accountants of India, the company has used accounting software for maintaining its books of accounts. We report that the company has used accounting software for maintaining its books of accounts which does not have feature of recording audit trail (edit log) facility. Accordingly we are unable to comment whether the same has operated through out the year for all relevant transactions recorded in the software and whether there were any instance of audit trail being tempered with. The applicants most respectfully submits that the revised provisions in the Rule 11 (g) of The Companies (Audit and Auditors) Rules, 2014 was introduced recently and was notified in the revised guidance note issued by The ICSI in 2024 as indicated by the Auditors in their report. Therefore, the applicants most respectfully submits that the company has already purchased new software having such facilities as per the requirements of the law and the accounting entries are being in the new soft ware in compliance with the amended provisions of the law. Necessary disclosures will also be made in the Annual Report for the financial year 2024-25. Thus the default was made good for the financial year 2024-25. The company has violated of section 134 (3) (f) of the Companies Act, 2013 and penalty provisions of Section 134 (8) of the Companies Act, 2013 for the period from 01.04.2023 to 31.03.2024.
2. Suo-moto application filed by company and only Managing director.
Order:
1. As per the provisions of Companies 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 | TOPSUN ENERGY LIMITED having CIN as U31900GJ2007P LC051489 | 300000 | 0 | 300000 | |
| 2 | CHINTAN GANDABHAI PATEL having DIN as 01660438 | 50000 | 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.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
Good