The Registrar of Companies (ROC) Ahmedabad, under Section 454 of the Companies Act, 2013, adjudicated penalties on Topsun Energy Limited and its Managing Director, Chintan Gandabhai Patel, for violation of Section 172. During internal due diligence, it was noted that the company fell under the criteria of Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2013, for appointment of independent directors under Section 149(4). The company appointed three independent directors effective 1 April 2025, but the default persisted from 5 July 2017 to 31 March 2025. As a result, Topsun Energy Limited was levied a penalty of ₹3,00,000, and the Managing Director ₹1,00,000, with no additional per-day penalties as the default was rectified. The order requires payment via the e-Adjudication portal within 90 days and allows appeal to the Regional Director, Ahmedabad, within 60 days. Penalties must be paid from personal sources by officers in default. Non-payment consequences are governed by Section 454(8) of the Act.
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/01042 | Dated: 02/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed GNL-1 vide SRN AB5709037 dated 29.07.2025 in the matter of Suo moto adjudication application under Section 149(4) of the Companies Act, 2013 made by M/s. Topsun Energy Limited and Mr. Chintan Gandabhai Patel, Managing Director only no other officer in default have 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 he company is falling within the criteria specified under Rule 4 of Companies (Appointment of and Qualification of Directors) Rules, 2013 (Amended as per Amendment Rules, 2017 dated 05/07/2017) for appointment of independent directors as per requirements of provisions of Section 149 (4) of the Companies Act, 2013. The applicants most respectfully submit that to comply with the provisions of section 149 read with Rule 4, the company had appointed three independent directors w.e.f. 01/04/2025. Thus, default was from the date of applicability of notification of Rule 4 and continued from 05.07.2017 to 31/03/2025 and the default was made good on 01/04/2025. The penal provisions of Section 172 of the Companies Act, 2013.
2. Suo-moto application filed by company and only Managing director.
E. 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 | 100000 | 0 | 100000 |
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
