ROC Imposes Heavy Penalty as Company Failed to Appoint Mandatory CS

The Registrar of Companies, Patna imposed penalties under Section 203(5) of the Companies Act, 2013 against a company and its directors for failure to appoint a Company Secretary despite having a paid-up share capital of Rs. 14.80 crore. The ROC observed that the company became liable to appoint a whole-time Company Secretary from 29.03.2021 but failed to do so until 23.07.2025, resulting in continuing non-compliance under Section 203. A show cause notice was issued on 19.08.2025, and although a representative appeared during the e-hearing, the explanation provided was found unsatisfactory. Consequently, the company was penalized Rs. 5 lakh, while most directors were individually fined Rs. 5 lakh each, with one officer penalized Rs. 3.68 lakh. The adjudicating authority directed the company and officers in default to rectify the violation and deposit the penalty within 90 days. The order also clarified that appeals may be filed before the Regional Director, Kolkata within sixty days from receipt of the adjudication order.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Patna
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, High Court Of Patna, Maurya Lok Complex, Block “A” 4th Floor, Dak Bungalow Road, Patna, Bihar, India, 800001
Phone: 0612-2950121
E-mail: roc.patna@mca.gov.in

Order ID: PO/ADJ/02-2026/PT/01676 Dated: 14/05/2026

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 TECH SIS LIMITED [herein after known as Company] bearing CIN U75300BR2010PLC015484, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ANNAPURNA BHAWAN, TELEPHONE EXCHANGE ROAD KURJI KURJI PATNA PATNA BIHAR INDIA 800010

Individual details:

In the matter relating to SACHIN GOSWAMI ——-

In the matter relating to TAPASH CHAUDHURI ——-

In the matter relating to DHIRAJ SINGH ——–

In the matter relating to RITURAJ KISHORE SINHA ——

In the matter relating to RAVINDRA KISHORE SINHA ——-

In the matter relating to RITA KISHORE SINHA ——–

In the matter relating to BRAJESH KUMAR ——-

In the matter relating to SHANKAR SUBRAMANIAN ——-

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 – On 29.03.2021 company has paid up share capital 14,80,00,000/-and company has not appointed Company Secretary. Hence, company has non-compliance of Section 203 of the Companies Act, 2013.

2. As per MCA portal, the company has not appointed Company Secretary as per the Companies Act, 2013 . Hence, this office has issued show cause notice for default under section 203 of the Companies Act, 2013 on 19.08.2025

However, no reply has been received from the company and its directors. Further, hearing was scheduled to be held on 25.09.2025. However, on the date of hearing, Company?s representative appeared before ROC, Patna for e-hearing and reply of the representative of the company is unsatisfactory.

E. Order:

1. As per MCA record, on 29.03.2021 company has paid up share capital 14,80,00,000/- and company has not appointed Company Secretary till 23.07.2025. Hence, the company and its directors/officers in default for that periods are liable for penalty as per section 203(5) of the Companies Act, 2013.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

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 Kolkata 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.

Dr Rameshkumar,
Registrar of Companies
ROC Patna