Recent adjudication orders by various Registrars of Companies (ROC) highlight the growing emphasis on strict compliance with disclosure and reporting requirements under the Companies Act, 2013. Companies have faced penalties for a wide range of lapses, including non-disclosure of POSH compliance, related party transactions, mismatch in reporting of board meetings, unsigned financial statements, and CSR disclosures not in the prescribed format.
Several cases also underline the importance of including statements on secretarial standards compliance, energy and technology-related disclosures, and board comments on auditors’ observations. Penalties ranged from minor procedural fines of ₹10,000 to hefty amounts exceeding ₹18,00,000 across multiple financial years, imposed both on companies and their officers in default.
These orders reinforce that even seemingly technical or procedural lapses can attract significant monetary consequences. The key takeaway for corporates is the need for diligent preparation of board reports, accurate statutory filings, and comprehensive disclosures to ensure full compliance and avoid avoidable penalties.
Registrar of Companies (ROC) Penalty – Adjudication Orders | |||
Issue (Sec.) | Forum & Case | What went wrong | Penalty |
POSH disclosure missing (Sec. 134(3)(q) r/w Rule 8(5)(x)) | ROC Kolkata – Ceeta Industries Ltd | Board’s Report didn’t state constitution of ICC under POSH Act for FY 2018-19 & 2019-20 | ₹3,00,000 on company per year + ₹50,000 on each KMP per year. |
Related party disclosure (AOC-2) missing (Sec. 134(3)(h)) | ROC Hyderabad – BI Mining Pvt Ltd | RPT existed but Board’s Report claimed “no material RPT”; AOC-2 not furnished | ₹3,00,000 on company + ₹50,000 on each of 2 directors (total ₹4,00,000). |
RPT non-disclosure across years (Sec. 134(3)(h)) | ROC Hyderabad – BGR Mining & Infra Ltd | RPTs not disclosed in prescribed manner for multiple FYs | ₹18,00,000 aggregate on company/officers across three years. |
Mismatch in no. of Board meetings (Sec. 134(3)(b)) | ROC Chandigarh – Be Bold & Confident Careers Pvt Ltd | MGT-7 showed 6 meetings; Board’s Report said 5 | ₹2,25,000 total on company & directors. |
Board Report/FS signing defects (Sec. 134(1) & 134(6)) | ROC Gwalior – Regent Professional Academy Pvt Ltd | Financials & enclosures filed unsigned | ₹4,00,000 (company & officers). |
CSR table not in prescribed format (Sec. 135(4)(a) r/w Rule 8; linked to Sec. 134(3)(o)) | ROC Coimbatore – Adisankara Spinning Mills Pvt Ltd | CSR disclosure given, but not in tabular format | ₹10,000 on company and MD under Sec. 450 (procedural lapse). |
Issue (Sec.) | Forum & Case | What went wrong | Compounding fee |
Statement on compliance with applicable secretarial standards – S.118 read with clause 9 of SS-1 | ROC Bangalore – SDU Agritech Private Limited | Failed to include a statement on compliance with applicable secretarial standards in its Board Report for the years 2016-17, 2017-18, and 2018-19. | On Company: Total 75,000 for three financial years. On two directors:15,000 each for three financial years. |
Disclosure relating to conservation of energy, technology absorption, foreign exchange earnings, and outgoing – S.134 read with rule 8 of companies (accounts) rules, 2014 | ROC Ahmedabad – M/s Bock Compressors India Private Limited | Non-disclosure related to conservation of energy, technology absorption, foreign exchange earnings, and outgoing in the manner prescribed. | On Company: 3,00,000/- On 2 Directors: 50,000 each. |
Boards comment on Auditors observation – S.134 (3) (f) | ROC Chennai- TBF Nidhi (Kumbakonam) Limited | The Board had not provided any explanation or comments in its Board report on the company’s failure to do “actuarial valuation” for gratuity and leave encashment for the FYs 2017-18, 2018-19 & 2019-20. | Rs 9,00,000/- for Three F. Ys Rs 6,00,000/- on 1 officer in default for three financial years |
