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

BEFORE THE REGIONAL DIRECTOR, WESTERN REGION MINISTRY OF CORPORATE AFFAIRS, MUMBAI wiehre Mex, usa aa, oruRe wre Harare, Yay dh aa 43 Wi. 54 -We. FST. V454(5YTVI India/149(1)/AB2924287/2024-25/ | : \ APPEAL UNDER 454(5) OF COMPANIES ACT, 2013 AGAINST ORDER ) PASSED FOR OFFENCES COMMITTED UNDER SECTION 149(1) OF THE ~ COMPANIES ACT, 2013.

In the matter of TPI INDIA LIMITED & ORS.

Le. TPI India Limited - Company 2. Bharat Chimanlal Parekh - Whole-Time Director

.. Appellants

• Present: 1) Arti Palwankar, JTA, O/o. ROC, Mumbai.

  • 2. Abhishek Wagh, Practicing Company Secretary and Authorized Representative for Appellanis.

)

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) have been filed by ‘TPi India Limited’ (Company) having CHN L28129MH1982PLC026917 and, its Officers/ Directors, against Order No. ROC/MUM/Adj/2024/Section 149(1)/TPI/332 dated 07/01/2025 (ROC Order) of Registrar of Companies, Mumbai for viclating provisions of Section 149(1) of the Act.

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

5. The Registrar of Companies, Mumbai (RoC Mumbai) vide Adjudication Order dated 07/01/2025 held the Company and its Officers/ Directors, who have defaulted the provisions of Section 149(1) of the Act for nct appointing a Woman Director based upon its paid-up share capital and turnover for the period from 13/02/2022 to 15/01/2023 liable for penalty under Section 172 of the Act which is as under:

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|No. of|Penalty<br>days | imposed|First<br>Default<br>Total<br>Penalty|Total<br>Maximum<br>on|penalty | continues| (In Rs.)<br>penalty<br>penalty (In|||
|---|---|---|
|KMP|Rs.)||
|TPI|India | 50,000/- |337X500=|50,000+1,68,500 | 3,00,000/- | 2,18,500/-||
|days | Bharat<br>50,000/- |337X500=| 50,000+1,68,500 | 1,00,000/- | 1,00,000/-<br>Chimanlal<br>1,68,500<br>=2,18,500<br>Faa<br>ca<br>5185007|||

TOTAL PENALTY PAYABLE: Rs. 3,18,500/-.

4, Appellants have filed Form-ADJ vide SRN AB2924287 dt. 13/03/2025. As per provisions of sub-Section (6) of Section 454, every appeal under sub-section (5) shall be filed within sixty (60) days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person. On examination of the application/ appeal, it is seen that the said application/appeal has been filed within 60 days from the date of passing of the adjudication order.

5. Grounds of Appeal & Relief sought:

   • a. Statutory The Applicants respectfully submit that while passing the order, the Adjudicating Officer did not consider the financial condition of the Company and the unprecedented impact of the COVID-19 pandemic and the associated lockdowns imposed across India, including Maharashtra.

   • b. Wife of Mr. Bharat Parekh who was a key member of the promoter family died during COVID Pandemic. Her sudden demise caused significant emotional distress to the promoters and management, further delaying the appointment process.

   • c. The Company is facing major losses in its operations from before the 2019 till FY 2022 during the period which the Woman Director was not appointed. Further the net worth of the Company is eroded rapidly during FY 2019 to FY 2022.

   • d. It is pertinent to note that the Adjudication Officer has not considered the financial position of the Company and has levied the maximum amount prescribed under Section 172 of the Companies Act, 2013.

   • e. It is pertinent to note that the Company was declared sick company by the Board for Industrial and Financial Reconstruction (BIFR) due to various reasons. Pursuant to the order BIFR, the Capital of the Company was reduced by 90% and the entire promoter loan was converted into equity share capital which lead to increase in promoter holding to 93.06%.

   • f. However, under the Securities Contract (Regulations) Act, 1956 the promoters of as listed entity can not hold more than 90% of a total paid up share capital of the Company as minimum 25% of the total share capital of the listed entity must be held by the public share holders. Due to the said violation, the equity shares of the Company were suspended from trading on BSE with effect from March 13, 2023. The suspension was revoked by the BSE

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on February 9, 2024, after paying a fine of Rs. 7,67,000/-. Furthermore, the Company while making the revocation application had paid Rs. 10,00,000 as an application fees.

• g. The Applicants hereby humbly submit that the Company has already paid huge amounts to the Statutory Authorities for regulating the Compliances. The above actions by the Company confirms that the Promoters and the Management of the Company are committed to growth of the Company and ensure that the affairs of the Company are conducted in accordance with the applicable Indian Laws.

• h. Furthermore, the delay in appointing a Woman Director did not cause any harm to shareholders or the public at large.

• i, In view of the above, the Applicants humbly request that the penalty imposed be reconsidered, taking into account the Company's financial constraints, the impact of the pandemic, and the efforts taken by the promoters and management to comply with regulatory norms.

• j. Quashing the order ROC/MUM/Adj/2024/2024/Section 149(1)/TPI/332 issued by the ROC, Mumbai dated January 7, 2025.

• k. Allowinga personal hearing to the representatives of the Company to present the case before your good office.

1. Taking a lenient view against the Company and the Managing Director considering.

• m. Any such other directions and / or relief/s as the Hon'ble Regional Director deems fit.

6. The matter was posted for hearing as per Section 454(5) r/ w Section 454(7) of the Act on 06/11/2025. Abhishek Wagh, Practicing Company Secretary appeared on behalf of Appellants as their authorized representative. The authorized representative reiterated the submission made by the Appellants in their application and have admitted the contravention of Section 149(1) of the Companies Act, 2013. However, he requested for waiver of penalty on the grounds of COVID Pandemic and Financial Position of the company.

fan Assistant Registrar of Companies, Mumbai vide further report dt.08/08/2025 has stated as follows:

• a. All the averments made in the appeal are denied in toto unless specifically admitted and any issues which have not been specifically dealt with may not be deemed to be admitted due to lack of traverse.

• b. Section 454(6) of the Act states that every appeal against the Adjudication order under sub-section 454(5) of the Act shall be filed within sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person. In the present case the Adjudication Order was passed on 07.01.2025 and Appeal in E-from AD! has been filed on 13.03.2025, that is with delay of 5 days beyond the prescribed time period under the abovementioned section.

• c. However, the Appellant in the e- Form ADJ has given incorrect information at para 16, wherein the date of issuing certified copy of penalty order is

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mentioned as 12.01.2025 instead on 07.01.2025. Thus, the present Appeal is time barred and is not maintainable. Without prejudice to the aforesaid, the Registrar of Companies, Mumbai reserves the right to submit reply for further proceedings if any.

8. Facts of the Case:

The Learned Company Secretary is not able to find any defects in RoC, Mumbai's Adjudication Order dated 07/01/2025 and the same is in accordance with the provisions of the Act.

D. Taking into consideration, Adjudication Order of the Registrar of Companies, Mumbai, submissions made by the Appellants in their application, further letter dt.08/08/2025 of ARoC (M), oral submission of the authorized representative during the hearing; I am of the considered view that there is no merit in the appeal and accordingly, the Adjudication Order dated 07/01/2025 by ROC, Mumbai is ‘CONFIRMED’ under Section 454(7) of the Act.

10. In view of the above, the present appeal is dismissed with directions to the appellants to pay the penalty imposed by the Registrar of Companies, Mumbai vide Adjudication Order dt. 07/01/2025 within 90 days, failing which, Registrar of Companies, Mumbai, is directed to file prosecution under Section 454(8) of the Act.

il. The appellants are directed to submit proof of payment of penalty (challan) imposed upon them to the Office of Registrar of Companies, Mumbai, for their record and for further necessary action.

A copy of this order shall be published on the website of the Ministry of Corporate Affairs as per Rules.

pK Signed and sealed on {| day of November 2025.

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iia” (SANTOSH KUMAR) REGIONAL DIRECTOR WESTERN REGION, MUMBAI

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To,

1. TP India Limited, Plot No. L6, MIDC Road, Taloja, Raigarh(MH), Panvel, Maharashtra, India, 410208.

2. Bharat Chimanlal Parekh Flat No.13, 3*¢ Floor, Ravindra Mansion, Dinshaw Vacha Road, Churchgate, Mumbai 400020, Maharashtra India.

3. Registrar of Companies, Mumbai.

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

5. Master Copy.

6. Office Copy.

NZ (TUSHAR WAGH, ICLS) DEPUTY DIRECTOR

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