The Registrar of Companies, Chennai, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 203(5) read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The company, having the prescribed paid-up share capital, failed to appoint a Whole-Time Company Secretary for a prolonged period from 09.06.2014 to 20.06.2019 (1837 days), thereby contravening mandatory compliance requirements. Although the company later rectified the default by appointing a Company Secretary on 01.04.2025 and sought leniency, the adjudicating authority held that the violation had already occurred and attracted penalties. Accordingly, a penalty of ₹5,00,000 was imposed on the company and ₹5,00,000 on the officer in default. The authority directed payment within 90 days and clarified that penalties must be paid personally by the officer. The order reiterates that subsequent rectification does not absolve past non-compliance under statutory provisions.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/03-2026/CN/01877 | Dated: 16/04/2026
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. 698(E) dated 10/02/2026 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 SODECIA INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U28939TN1995PTC031591, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at TAPALMEDU PUKKATHURAI NA MADHURANTHAKAM TALUK TAMIL NADU INDIA 603308
Individual details:
In the matter relating to RAMAMURTHY CHANDRASEKAR ____________
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 – The Company vide SRN: AB5382909 dated 08.07.2025 filed e-Form GNL-2 for e- adjudication under Section 454 of the Companies Act, 2013, for adjudication of Penalties for Non- Compliances or Default under section 203 of the Companies Act, 2013 r/w Rule 8A of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 also filed Physical Application on 09.07.2025. The Appicant Company approached National Company Law Tribunal under Section 66 of the Companies Act, 2013 seeking approval for reduction of share capital and filed Form RSC-1 on 13.12.2024. Pursuant to the order dated 08.01.2025 of the Tribunal, the applicant company served a copy of the petition upon the office of Registrar of Companies and Regional Director (Southern Region).
The Office of the Regional Director (Southern Region), in its report to the Tribunal observed that the Applicant Company had violated provisions of Section 203 of the Companies Act, 2013 r / w Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as the company did not appoint a Whole-Time Company Secretary despite having the prescribed paid-up share capital. The default begun from 09.06.2014 to 20.06.2019 i.e., 1837 days. ?The company subsequently appointed a Whole-time Company Secretary with effect from 01.04.2025 and filed the requisite e-Form DIR-12.
Section 203 CA, 2013
Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,?
(i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;
(ii) company secretary; and
(iii) Chief Financial Officer
Rule 8A of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:
Every Private company which has a paid up share capital of ten crore rupees or more shall have a Whole-Time Company Secretary.
On perusal of the report, the applicant company did not have a Whole-Time Company Secretary during the aforesaid period (09.06.2014 to 20.06.2019 i.e., 1837 days), resulting in violation of Section 203 of the Companies Act, 2013 r / w Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the company and its officers in default are liable for penalty under the Section 203(5) of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication vide SCN/ADJ/03-2026/CN/03925 for defaults under Section 203(5) of the Companies Act, 2013 on 06.03.2026. The Company vide letter dated 16.03.2026 submitted that the Company has remedied the Contravention under Section 203 of the Companies Act, 2013 by filling up the vacancy in the office of Whole Time Company Secretary.
Further, the Adjudicating Authority had issued notice for e-hearing scheduled on 23.03.2026. Mr. T P Shridar, Company Secretary in Whole Time Practice, attended the e-hearing on behalf of the Applicants and made submissions that the violation may be adjudicated by taking a lenient view in the matter.
E. Order:
1. As per Section 203 of the Companies Act, 2013 r / w Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every company with a paid-up Share Capital of Rs.10 Crore or more shall have (appoint) a Whole Time Company Secretary. However, the Company appointed a Whole Time Company Secretary on 01.04.2025 (SRN AB3524321 dated 21.04.2025). In this regard, it is noticed that the Company did not have a Whole Time Company Secretary from 09.06.2014 to 20.06.2019 (i.e., 1837 days), which resulted in the violation of Section 203 of the Companies Act, 2013 r/w Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the Company and the Officer in default are liable for penalty under Section 203(5) of Companies Act, 2013.
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 | SODECIA INDIA PRIVATE LIMITED having CIN as U28939TN1995P TC031591 | 500000 | 0 | 500000 | |
| 2 | RAMAMURTHY CHANDRASEKA R having DIN as 01819996 | 500000 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
