The Registrar of Companies (ROC), Delhi, passed an adjudication order under section 454 of the Companies Act, 2013 for violation of section 203(5) relating to failure to appoint a whole-time Company Secretary within the prescribed six-month period. The company failed to fill the vacancy caused by resignation on 01.08.2023 within the deadline of 31.01.2024 and instead made the appointment on 17.02.2025, resulting in a delay of 382 days. The company’s explanation citing transition challenges was not accepted for waiver of penalty, though partial consideration was given for a director who resigned during the default period. Consequently, penalties were imposed on the company and its officers, with the company liable for ₹5 lakh and directors/KMPs for proportionate amounts. The order emphasizes strict compliance with statutory timelines, mandates disclosure in the Board’s Report, and reiterates that penalties must be paid personally by defaulting officers.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/04-2026/DC/01934 | Dated: 15/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 203(5) 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 FS INDIA DEVCO PRIVATE LIMITED [herein after known as Company] bearing CIN U40102DL2013PTC338399, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 808, 8TH FLOOR, NARAIN MANZIL, 23, BARAKHAMBA ROAD NA NEW DELHI CENTRAL DELHI DELHI INDIA 110001
Individual details:
In the matter relating to HIMANSHU JANGID ___________
In the matter relating to NITIN GROVER ___________
In the matter relating to DIANA MICHAEL SEQUEIRA [herein after known as individual] having DIN 07286067 and having its address at H.NO.R-102 RAMESH PARK LAXMI NAGAR EAST DELHI EAST DELHI DELHI INDIA 110092
C. Provisions of the Act:
If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – I.An application is filed through e-from GNL-1 vide SRN N30515316 dated 30.04.2025 by the company for compounding of penalties for default u/s 203 of the Companies Act, 2013. After considering the said application, the Regional Director (RD), Northern Region vide order dated 17th December 2025 directed the applicant(s) to file an adjudication application with the Registrar of Companies (ROC).
II. Now, as per the application, following has been submitted:
i. That Ms./Mrs. RUPA VIJAY, Company Secretary of the Company, submit his/her resignation to the Company on 01.08.2023.
ii. That, pursuant to the above, the Company was required to appoint a whole-time Company Secretary as per the provision of Section 203 of the Companies Act, 2013.
iii. That the Company failed to appoint a whole-time Company Secretary of the Company within the prescribed timeline of 06 months, i.e. till 31.01.2024.
iv. That the Company appointed Ms. Avneet Kaur Oberoi as Company Secretary at the Board Meeting held on 17.02.2025 and filed DIR-12 vide SRN AB2888078 dated 10.03.2025. Thus, the appointment of the Whole-time Company Secretary was delayed by 382 days, i.e., from 01.02.2024 to 17.02.2025.
III. Thus, in view of above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of 203 of the Companies Act, 2013 and the noticees are required to show cause as to why they should not be penalized u/s 203(5) for the said non-compliance.
2. Hearing is not requested by the company.
E. Order:
1. Whereas pursuant to the fact about the case, an e-SCN dated 04.02.2026 was issued to the company and its officers, and the response in the matter was submitted on 11.02.2026.
2. Whereas it is submitted in the reply that delay occurred inadvertently due to resignation of erstwhile Whole-time Company Secretary and the consequential transition period. Upon stabilization, corrective measures were undertaken and the Whole-time Company Secretary was appointed on 17.02.2025.
3. Whereas it is further submitted that Ms. Diana Michael Sequeira tendered her resignation from the position of director on 09.09.2024 and hence, penalty may be imposed on her for the period starting from 01.02.2024 till 09.09.2024 (i.e. 221 days). The submission made by the company has been taken into consideration while imposition of penalty.
In view of the above, it is observed that as per section 203(4) of the Act, the company was required to appoint the CS within 06 months of its vacancy, i.e. on or before 31.01.2024. However, it was only on 17.02.2025 that the company appointed CS and hence, there was delay in appointment of the CS of 382 days (i.e. 01.02.2024 to 17.02.2025) and this resulted in non-compliance of section 203(4) of the Act. Therefore, the penalty is imposed on the company, and every director and KMP of the company u/s 203(5) of the Act subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance. Furthermore, the submission of the company granting remission in the penalty is not acceded to.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie noncompliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the noncompliance(s) mentioned above is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provision of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
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 | FS INDIA DEVCO PRIVATE LIMITED having CIN as U40102DL2013P TC338399 | 500000 | 0 | 500000 | |
| 2 | HIMANSHU JANGID having DIN as 08254587 | 432000 | 0 | 500000 | |
| 3 | NITIN GROVER having DIN as
09746681 |
432000 | 0 | 500000 | |
| 4 | DIANA MICHAEL SEQUEIRA having DIN as 07286067 | 271000 | 0 | 500000 |
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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi
