Adjudication order of penalties u/s 454(5) of Companies Act, 2013 in the matter of M/s.TITAN ALLOYS LIMITED.

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BEFORE THE REGIONAL DIRECTOR, WESTERN REGION MINISTRY OF CORPORATE AFFAIRS, MUMBAI wide Preare, ue da, oRoveord dara, dad & ane , G. -We. FS(C1.84./454(5)/Titan (Himmatbhai)/92 & 137/2024-25/| 5A $b F410 NOV 2025

APPEAL UNDER 454(5) OF COMPANIES ACT, 2013 AGAINST ORDER PASSED FOR OFFENCES COMMITTED UNDER SECTION 92 & SECTION 137 OF THE COMPANIES ACT, 2013.

In the matter of TITAN ALLOYS LIMITED & ORS.

1. HIMMATBHAI ODHAVJIBHAI NALIYAPARA

• Director

.. Appellant

• Present: 1) Tushar Wagh, ICLS, Deputy Director, O/o. RD, WR. 2) Garima Nagpal, ICLS, Asstt. Registrar of Companies, Mumbai.

  • 3. Mehul Shah, Practicing Chartered Accountant and Mehul Naliyapara appeared on behalf of Appellant as his authorized representatives.

ORDER

Appeal under sub-Section (5) of Section 454 of the Companies Act, 2013 (Act) r/w the Companies (Adjudication of Penalties) Rules, 2014 (Rules) has been filed by ‘Himmatbhai Odhavjibhai Naliyapara’, Director of ‘Titan Alloys Limited’ (Company) having CIN L27300MH1991PLC061161 against Order No. ROC(M)/TITANALLOYS/ ADJ-ORDER/92/155/2024-25/2742 & Order No. ROC(M)/TITANALLOYS/ ADJ-ORDER/137/155/2722, both dated 26/06/2024 respectively (ROC Orders) of Registrar of Companies, Mumbai for violating provisions of Section 92 & Section 137 of the Act.

• @ The appeal lies within the jurisdiction of the Regional Director, Western Region, Ministry of Corporate Affairs, Government of India.

3. The Registrar of Companies, Mumbai (RoC Mumbai) ville Adjudication Orders, both dated 26/06/2024 held the Company and its Directors, who have defaulted liable for penalty under Section 92(5) of the Act from 30/11/2019 to 27/ 10/2020 for not filing Annual Return and for penalty under Section 137(3) of the Act from 31 /10/2019 to 27/10/2020 for not filing Financial Statements, within the time prescribed from the date of Annual General Meeting in pursuance of Section 96 of the Act as under:

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A] Penalty imposed under Section 92(5) of the Act for F.Y. 2018-19

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----- Start of picture text -----<br> days | Company / KMP default penalty | penalty (In<br>default (In Rs.) levied (In | Rs.)<br>Rs.<br>Himmatbhai 50,000/- | 333X100 = 33,300/- 83,300/-} 5,00,000/-<br>2days ReTITAN ——ALLOYS| 50,000/- |ana333X100 = 33,300/- | 83,300/-| 5,00,000/-a<br>aha Natyapan | | TBA] SAE<br>B} Penalty imposed under Section 137(3) of the Act for F.Y. 2018-19<br>days | Company / KMP (In Rs.) continues penalty penalty (In<br>default levied (In| Rs.)<br>Rs.<br>| Wimmatbhai 1,00,000/- | 364X100= 1,36,400/- | _ 5,00,000/-<br>os364 peTITAN ——ALLOYS tameN.A. 364X1,000 = 3,64,000/- | 10,00,000/-<br>4, The punishment for contravention of Section for contravention of Section contravention of Section of Section Section 92 & Section 137 & Section 137 Section 137 137 is prescribed under<br>Section 92(5) & & Section 137(3) 137(3) of the Companies the Companies Companies Act, 2013 which which states that — —<br>A] Section 92(5): "If any company fails to file its annual return under sub-section(4),<br>before the expiry ofthe period specified therein, such company and its every officers who<br>is in default shall be liable to a penalty offifty thousand rupees and in case ofcontinuing<br>failure, with a further penalty of one hundred rupees for each day after the first during<br>which such failure continues, subject to a maximum offive lakh rupees.”<br>----- End of picture text -----<br>

ith a further penalty of one hundred rupees for each day after the first during<br>which such failure continues, subject to a maximum offive lakh rupees.”<br>----- End of picture text -----<br>

4, The punishment for contravention of Section for contravention of Section contravention of Section of Section Section 92 & Section 137 & Section 137 Section 137 137 is prescribed under Section 92(5) & & Section 137(3) 137(3) of the Companies the Companies Companies Act, 2013 which which states that — —

• B] Section 137(3): “Ifa company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of one thousand rupees for every day during which thefailure continues but which shall not be more than ten lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility ofcomplying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the

• first during which such failure continues, subject to a maximum offive lakh rupees.”

upees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the

• first during which such failure continues, subject to a maximum offive lakh rupees.”

5. Appellant has not filed Form-ADJ and has submitted a hard copy of the application along with supporting documents to this Directorate on 22/08/2024. The PCA has stated that the Director resigned in the year 2001 and does not have Directors’ Identification Number. In view of this, the appeals are being filed in manual form with a prayer to kindly admit the same. Mee

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6. Grounds of Appeal & Relief sought:

• a) The appellant was a director of the aforesaid Company till November 30, 2001.

• b) He tendered by Resignation letter dated 17th November 2001 to the Company which was accepted; and eventually the Company filed Form no. 32 with office of the Complainant (RoC, Mumbai) on 12/05/2003 vide Receipt No. 815998

• c) The appellant was nota director of this Company since the December 1, 2001; and therefore cannot be treated as an officer in default.

• d) Jama person of 72 years age, and also suffering physical disability. As a matter of fact, the very reason of his resigning from the said Company was his physical disability.

• e) The current proceedings launched against him are devoid of merits, and are causing a lot of mental, physical, and emotional disturbances to me. This apart, he being a retired person, and cannot afford to engage services of professional to plead my case.

of merits, and are causing a lot of mental, physical, and emotional disturbances to me. This apart, he being a retired person, and cannot afford to engage services of professional to plead my case.

• f) Even SEBI in its inquiry against the Company dropped action against your Appellant.

75 The matter was posted for hearing as per Section 454(5) r/w Section 454(7) of the Act on 04/04/2025, 17/07/2025 and finally on 08/10/2025. Mehul Shah, Practicing Chartered Accountant (PCA) and Mehul Naliyapara appeared on behalf of Appellant as authorized representatives. The authorized representatives reiterated the submission made by the Appellant in his application and have admitted the contravention of Section 92 & Section 137 of the Companies Act, 2013. However, the Authorized Representatives stated that the appellant tendered his resignation dated 17th November 2001 to the Company which was accepted; and eventually the Company filed Form No. 32 with office of the RoC Mumbai on 12/05/2003. As such, the appellant ceased to be director of the company since the year 2001 and does not have Directors! Identification Number. In view of this, the appeals are being filed in manual form witha prayer to kindly admit the same.

8. Facts of the Case:

• a) The applicant director is claiming that he is ex-director of the company and has filed Form 32 on 12/05/2003 with effect from 01/12/2001 but PCA on behalf of the appellant is not able to furnish certified copy of Form-32.

s claiming that he is ex-director of the company and has filed Form 32 on 12/05/2003 with effect from 01/12/2001 but PCA on behalf of the appellant is not able to furnish certified copy of Form-32.

• b) Adjudication Orders u/s. 92 and 137 of the Companies Act, 2013, for the year 2018-19 were issued on 26/06/2024.

• c) The PCA has also pointed out defect in Adjudication Order dt. 26/06/2024 for offence committed u/s. 137 of the Act as name of director in Para-16 is not correctly mentioned. However, the same is a typographical error, as is evident from party to order dt.26/06/2024 and adjudication notices wherein, correct name of Director namely Himmatbhai Odhavjibhai Naliyapara is mentioned and notices (Adjudication) were also received by the director which were replied.

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• d) RoC Mumbai's representative ARoC, (GN) has countered the argument of PCA and opposed the appeal on following grounds: -

• (i) The ROC has stated that the said Director is still active director on MCA-21 portal.

• (ii) The claimed Form-32 for resignation of the Director is not valid as the same is signed by Ex-Officer who is not competent to file Form-32 and even though E-Form-32 is not available on record of RoC, the said

• (iii) claimed Form-32 (for office copy of Director) is not legally admissible. Form ADJ is not filed and therefore, manual application cannot be

m-32 is not available on record of RoC, the said

• (iii) claimed Form-32 (for office copy of Director) is not legally admissible. Form ADJ is not filed and therefore, manual application cannot be

• e) As perentertained MCA record, and therethe company is no enabling provisionis in Bank default to and file physicaleven last appeal.directors who can’t leave the company by filing defective Form-32 resignation signed by Ex-Officer who is also not in employment of the company.

In view thereof, there is no inherent defect in the Adjudication Orders di. 26/06/2024 and the same are in accordance with the provisions of the Act. 9. Taking into consideration the Adjudication Orders of the Registrar of Companies, Murnbai, submissions made by the Appellant in their application, counter argument of ARoC (M), oral submissions of the authorized representative during the hearing; I am of the considered view that there is no merit in the manual applications of appeal and accordingly, the Adjudication Orders dated 26/06/2024 passed for offences committed under Section 92 & 137 of the Companies Act, 2013 by ROC, Mumbai are ‘CONFIRMED’ ander Section 454(7) of the Act.

10. In view of the above, the present appeal is dismissed with directions to the appellant to pay penalty imposed by the Registrar of Companies, Mumbai vide Adjudication Orders dt. 26/06/2024 within 90 days, failing which, Registrar of Companies, Mumbai, is directed to file prosecution under Section 454(8) of the Act.

egistrar of Companies, Mumbai vide Adjudication Orders dt. 26/06/2024 within 90 days, failing which, Registrar of Companies, Mumbai, is directed to file prosecution under Section 454(8) of the Act.

ti. The appellant is directed to subaiit proof of payment of penalty (challan) imposed upon him to the Office of Registrar of Companies, Mumbai, for their record and for further necessary action.

12. Registrar of Companies, Mumbai, is further directed to file prosecution under Section 454(8) of the Act, if the company has failed to deposit the penalty imposed upon it within 90 days of Adjudication Orders of ROC, Mumbai both dt. 26/ 06/2024,

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----- Start of picture text -----<br> A copy of this order shall be published on the website of the Ministry of Corporate Affairs<br>as per Rules.<br>Signed {hn<br>and sealed on [{ day of November 2024.<br>Zea OOPBN BY<br>RE ae %e (SANTOSH KUMAR)<br>= MS 2 if REGIONAL DIRECTOR<br>de ce WESTERN REGION, MUMBAI<br>% an<br>Nae% heeOry’<br>Page 4 of 5<br>----- End of picture text -----<br>

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To,

• I. TITAN ALLOYS LIMITED, Plot No.193/194, Village Gonda Taluka, Eightpuri, Nasik, Maharashtra 422403, India.

2. Himmatbhai Odhavjibhai Naliyapara, 20/580, Hamsika Darshan CHS, Pant Nagar, Ghatkopar East, Mumbai 400075, Maharashtra, India.

3. Registrar of Companies, Mumbai.

, Maharashtra 422403, India.

2. Himmatbhai Odhavjibhai Naliyapara, 20/580, Hamsika Darshan CHS, Pant Nagar, Ghatkopar East, Mumbai 400075, Maharashtra, India.

3. Registrar of Companies, Mumbai.

• 4, E-Gov Cell, Ministry of Corporate Affairs, New Delhi.

5. Master Copy. 6. Office Copy.

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----- Start of picture text -----<br> yy<br>(TUSHAR WAGH, ICLS)<br>DEPUTY DIRECTOR<br>----- End of picture text -----<br>

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