This is an adjudication order from the Registrar of Companies (ROC), Bangalore, issued under the Ministry of Corporate Affairs. The order imposes a penalty on Vocera Communications India Private Limited and three of its officers for violating Section 450 of the Companies Act, 2013. The Adjudicating Officer, Sanjay Sood, issued the order after the company filed a suo-motu application and a hearing was conducted.
The violation stemmed from the company’s failure to adhere to the provisions of Section 173(1), which mandates a maximum interval of 120 days between two board meetings. The company’s second board meeting for the fiscal year 2022-23 was held on September 26, 2022, which was 55 days after the due date of August 2, 2022. The company, which does not fall under the “small company” classification, was not eligible for a lesser penalty.
As a result of this default, the order imposes a penalty of Rs. 64,000 on Vocera Communications India Private Limited. Additionally, a penalty of Rs. 50,000 each was levied against the three officers in default: Mark Joseph Leeder, Meenakshi Nevatia, and Rajesh Kumar Garg. The order instructs all parties to pay the penalty within 90 days from their personal income via the e-Adjudication portal. The document also specifies that an appeal can be filed within 60 days with the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC : ROC Bangalore
Address : Registrar Of Companies ‘E’ Wing 2nd Floor Kendriya Sadana Kormangala Bangalore – 560034, India, Karnataka
Phone : 080-25633105,080-25537449, E-Mail : roc.bangalore@mca.gov.in
Order ID: PO/ADJ/07-2025/BL/00482 Dated: 16/07/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
1. 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..
2. Company details:
In the matter relating to VOCERA COMMUNICATIONS INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U72200KA2013FTC070347, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at #78, 7TH FLOOR, SALARPURIA SATTVA MAGNIFICIA UDAYNAGAR, NEAR TIN FACTORY, OLD MADRAS #78, 7TH FLOOR, SALARPURIA SATTVA MAGNIFICIA UDAYNAGAR, NEAR TIN FACTORY, OLD MADRAS NA BANGALORE Bangalore Karnataka India 560016
Individual details:
In the matter relating to MARK JOSEPH LEEDER [herein after known as individual] having DIN 08005202 and having its address at 26 LORNA AVE NORTH RYDE 26 LORNA AVE NORTH RYDE NEW SOUTH WALES NA Australia 2113
In the matter relating to MEENAKSHI NEVATIA [herein after known as individual] having DIN 08235844 and having its address at 1507B, The Magnolias, Golf Course Road 1507B, The Magnolias, Golf Course Road Galleria Dlf-iv Gurgaon Haryana India 122009
In the matter relating to RAJESH KUMAR GARG [herein after known as individual] having DIN 00102403 and having its address at 17/2, HARAMONY HOMESSUSHANT LOK 3, SECTOR 57, SECTOR 56,GURGAON,122011,Haryana,India 17/2, HARAMONY HOMESSUSHANT LOK 3, SECTOR 57, SECTOR 56,GURGAON,122011,Haryana,India GURGAON Haryana India 122011
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed a suo-motu adjudication application on 13.01.2025 for violation of Section 173(1) of the Act wherein it was submitted that the company failed to convene its second board meeting for the FY 2022-23 within the interval of 120 days. The first meeting was held on 04.04.2022 and the company ought to have held the next board meeting within 120 days, i.e. by 02.08.2022. However, the company held the next board meeting on 26.09.2022 with a delay of 55 days.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E.Order:
1. The company has filed a suo-motu adjudication application on 13.01.2025 for violation of Section 173(1) of the Act wherein it was submitted that the company failed to convene its second board meeting for the FY 2022-23 within the interval of 120 days. The first meeting was held on 04.04.2022 and the company ought to have held the next board meeting within 120 days, i.e. by 02.08.2022. However, the company held the next board meeting on 26.09.2022 with a delay of 55 days. Thus, the company and officers in default have violated the provisions of section 173(1) of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 20.02.2025. Subsequently, e-hearing notice dated 30.06.2025 was sent to the company and its officers in default through e-Adjudication module. E-Hearing was scheduled on 02.07.2025 which was attended by Mr. Nagendra Rao, practising company secretary and authorized representative of company and officers in default who made the submissions as per the adjudication application filed.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | VOCERA COMMUNICATIO NS INDIA PRIVATE LIMITED having CIN as U72200KA2013F TC070347 | 64000 | 0 | 200000 | |
| 2 | MARK JOSEPH LEEDER having DIN as 08005202 | 50000 | 0 | 50000 | |
| 3 | MEENAKSHI NEVATIA having DIN as 08235844 | 50000 | 0 | 50000 | |
| 4 | RAJESH KUMAR GARG having DIN as 00102403 | 50000 | 0 | 50000 |
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.
Sanjay Sood,
Registrar of Companies
ROC Bangalore
