ROC Gwalior penalizes company for lapses in Board’s Report disclosures
The Registrar of Companies, Gwalior has passed an adjudication order under Section 454 of the Companies Act, 2013 against Shreekrishna Impex Ventures Limited and its directors for non-compliance with the disclosure requirements mandated in the Board’s Report for the financial year 2021–22. The non-compliance attracted penal provisions under Section 134(8), and the quantum of penalty was moderated in view of the company’s status as a Small Company under Section 2(85) and the benefit of Section 446B.
This order is a clear reminder that even seemingly minor omissions in the Board’s Report — such as non-reporting of changes in directors, related party transactions, or website status — can trigger adjudication and monetary penalties.
Statutory framework invoked
Appointment of Adjudicating Officer under Section 454
The Ministry of Corporate Affairs, through Gazette Notification No. S.O. 831(E) dated 24/03/2015, appointed the Registrar of Companies as Adjudicating Officer under Section 454 of the Companies Act, 2013. The Adjudicating Officer is empowered to:
- Conduct adjudication proceedings for specified defaults; and
- Levy penalties in accordance with the
Companies (Adjudication of Penalties) Rules, 2014.
In this case, the ROC Gwalior acting as Adjudicating Officer exercised these powers to deal with violations of Section 134 relating to the Board’s Report.
Relevant provision: Section 134(8)
The adjudication relates specifically to the penal clause in Section 134(8) of the Companies Act, 2013, which provides:
"(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."
Non-compliance with any mandatory requirement connected with the Board’s Report, including statutory disclosures, attracts this penalty.
Relief under Section 446B for Small Companies
Since the company qualifies as a Small Company under Section 2(85) (based on its paid-up share capital and turnover for FY 2021–22), the ROC applied Section 446B, which permits reduced penalties for Small Companies and certain specified categories of entities.
Under Section 446B, the maximum penalty may be restricted to one half of the standard statutory penalty otherwise leviable for the same default.
Background of the company and persons involved
Company details
The proceedings relate to:
- Company Name: SHREEKRISHNA IMPEX VENTURES LIMITED
- CIN: U52190MP2020PLC050793
- Registered Office: 7TH FLOOR, SE-020-022, BANSAL ONE RANI KAMLAPATI RAILWAY STATION, E-2 SECTOR HUZUR BHOPAL MADHYA PRADESH INDIA 462016
The company is registered under the provisions of the Companies Act, 2013/1956 with the ROC Gwalior.
Officers in default
The adjudication order covers the following individuals as officers in default:
- ASHISH AGARWAL – Director (DIN 08681765)
- RAKESH AGRAWAL – Director (DIN 09540525)
- SHIRISH RAMESH AGARWAL – Director (DIN 01832024)
The liability for penalty under Section 134(8) extends both to the company and to every officer who is in default.
Initiation of proceedings: Suo-moto application by the company
Voluntary application under Section 454
The trigger for this adjudication was a suo-moto filing made by the company itself. SHREEKRISHNA IMPEX VENTURES PRIVATE LIMITED (as referred in the factual portion of the order) submitted an application for adjudication of penalty under Section 454 for violation of Section 134. The application was filed through:
- e-Form GNL-1
- SRN: AB7885407
By doing so, the company effectively admitted that the Board’s Report for FY 2021–22 contained deficiencies and sought regularisation through adjudication.