The Registrar of Companies, Cuttack, passed an adjudication order under Section 454 of the Companies Act, 2013 against Bajrangbali Sponge and Power Limited for violation of Section 203(1)(ii) read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 due to failure to appoint a whole-time Company Secretary despite having paid-up share capital exceeding Rs.10 crore. The default continued from 01.04.2014 to 25.05.2020. During the e-hearing, the authorised representative admitted that the company did not have a Company Secretary during the relevant period and submitted that the lapse occurred due to administrative oversight during organisational transition and did not prejudice shareholders or creditors. The adjudicating authority held that the company violated mandatory requirements under Section 203 and imposed penalties under Section 203(5). A penalty of Rs.5 lakh was imposed on the company and most directors, while two directors were penalised Rs.4.45 lakh each. The company and officers were directed to pay the penalties within 90 days and file e-Form INC-28 with proof of payment.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,
CDA, Cuttack, Orissa, India, 753014
Phone: 0671-2366952
E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/05-2026/CT/02136 | 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. 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 BAJRANGBALI SPONGE AND POWER LIMITED [herein after known as Company] bearing CIN U271020R2000PLC006364, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO.82, SECTOR-A, IDC, KALUNGA DISTRICT: SUNDERGARH NA ROURKELA SUNDARGARH ORISSA INDIA 770031
Individual details:
In the matter relating to HANS RAJ DHANKAR _____________
In the matter relating to SHISH PAL SOLANKI _____________
In the matter relating to RAVINDER SINGH _____________
In the matter relating to AMIT KUMAR AGARWAL _____________
In the matter relating to PREM CHAND AGARWAL _____________
In the matter relating to AKHIL KUMAR AGARWAL _____________
In the matter relating to SHASHI AGARWAL_____________
In the matter relating to SUSHIL KUMAR PANDEY _____________
In the matter relating to BIJAYA KUMAR PANDA_____________
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 – Section 203(1)(ii) of the Companies Act 2013 inter-alia provides that :-
Every Company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel ?
(ii) Company Secretary.
Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014 provides that :-
Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.
It is observed from the MCA portal that paid up Share Capital of the company was more than Rs.10.00 crore from 01.04.2014 onwards, whereas the company has failed to appoint a whole-time Company Secretary from 01.04.2014 to 25.05.2020 as per provisions of Section 203(1)(ii) of the Companies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration) Rules 2014. Hence, the company and its Directors/Officers for the relevant period are liable to be punished under Section 203(5) of the Companies Act 2013 for violation of Section 203(1)(ii) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014.
2. The company and its Directors/Officers in default have not submitted reply in response to the SCN issued. Hence, to ensure an opportunity being heard, e-hearing was schduled and held on 27.04.2026.
E. Order:
1. (i) Shri Sanjeev Kumar Sahu, Practising Company Secretary, duly authorised by the company and its Directors/Officers in default, appeared in the e-hearing on the scheduled date and time. During the course of hearing, upon being queried regarding the violation of Section 203 of the Companies Act, 2013, Shri Sahu admitted that the company did not have a Company Secretary during the period mentioned in the notice.
(ii) Shri Sahu further submitted that the company is a promoter-driven company and the delay in appointment of the Company Secretary did not result in any loss to the public exchequer nor prejudice the interests of the shareholders or creditors of the company. It was also submitted that the delay in appointment was not a deliberate or wilful non-compliance of the provisions of law, but occurred due to inadvertent administrative oversight during a period of organisational transition. Shri Sahu requested that a lenient view may be taken in the matter and that the penalty proposed under Section 203(5) of the Companies Act, 2013 may be reduced or waived.
(iii) Upon being further queried whether the Directors/Officers mentioned in the notice were holding office during the relevant period of default, Shri Sahu confirmed the same.
(iv) Having considered the submissions made during the hearing, the facts and circumstances of the case, and the documentary evidence available on record, it is concluded that the company has violated the provisions of Section 203(1)(ii) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, in exercise of the powers conferred under Section 203(5) of the Companies Act, 2013, penalty is hereby imposed upon the company and its Directors/Officers in default for the period commencing from 01.04.2014 to 25.05.2020 for violation of Section 203(1)(ii) of the Act.
(v) The company and the Officers in default shall pay the penalty amount as mentioned herein below through online mode in compliance with Rule 3(14) of the Companies (Adjudication of Penalties) Amendment Rules, 2019, within a period of 90 days from the date of receipt of this order, specifying the details of this order and the name of the noticee making such payment. Further, the company shall file e-Form INC-28 along with a copy of this order and the payment challans in proof of payment of penalty.
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 | BAJRANGBALI SPONGE AND POWER LIMITED having CIN as U271020R2000P LC006364 | 500000 | 0 | 500000 | |
| 2 | HANS RAJ DHANKAR having DIN as 00061661 | 500000 | 0 | 500000 | |
| 3 | SHISH PAL SOLANKI having DIN as 00061813 | 500000 | 0 | 500000 | |
| 4 | RAVINDER SINGH having DIN as 00345248 | 500000 | 0 | 500000 | |
| 5 | AMIT KUMAR AGARWAL having DIN as 01235130 |
500000 | 0 | 500000 | |
| 6 | PREM CHAND AGARWAL having DIN as 01565428 | 500000 | 0 | 500000 | |
| 7 | AKHIL KUMAR AGARWAL having DIN as 01810957 | 500000 | 0 | 500000 | |
| 8 | SHASHI AGARWAL having DIN as 02638766 |
500000 | 0 | 500000 | |
| 9 | SUSHIL KUMAR PANDEY having DIN as 08383170 |
445000 | 0 | 500000 | |
| 10 | BIJAYA KUMAR PANDA having DIN as 08383729 | 445000 | 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 Hyderabad 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.
Sitaram Gupta,
Registrar of Companies
ROC Cuttack
