The Registrar of Companies (ROC) Delhi issued an order for the adjudication of a penalty against Fluence BESS India Private Limited and its four directors for a violation of Section 173(1) of the Companies Act, 2013. The company committed a default by failing to hold its second Board Meeting within the mandatory 120-day limit from its preceding meeting. Specifically, the first meeting was held on January 16, 2023, requiring the next one by May 16, 2023. However, the subsequent meeting occurred on August 22, 2023, resulting in a delay of 97 days. The company voluntarily filed an application for adjudication, acknowledging the non-compliance.
During the proceedings, a key issue arose regarding the applicable penalty provision. The Adjudicating Officer determined that the default was the failure to convene the board meeting in time (Section 173(1)), which is distinct from the failure to give notice (Section 173(4)). Therefore, the penalty could not be levied under Section 173(4), as argued by the company, but instead fell under the residual penalty provision, Section 450 of the Act. Consequently, a penalty was imposed on the company’s four officers-in-default. Each director was fined Rs.25,000, with one director, Shobhit Garg, receiving an additional penalty of Rs.81,000, bringing his total penalty to Rs.106,000. The company and the officers are required to pay the total penalty from their
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708, E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/09-2025/DL/00700 Dated: 29/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 173(4) 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 FLUENCE BESS INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999DL2022FTC392236, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at null
Individual details:
In the matter relating to SHOBHIT GARG [herein after known as individual] having DIN 09462150 and having its address at A1205,12th Flr, Tower A, Saya Zenith,AhinsaKhand2, Indirapuram, Shipra Sun City, A1205,12th Flr, Tower A,Saya Zenith,AhinsaKhand2, Indirapuram, Shipra Sun City, Uttar Pradesh Uttar Pradesh India 201014
In the matter relating to RUPAM RAJA [herein after known as individual] having DIN 09462151 and having its address at S/O Ram Raja, BL69, L-Block, Hari Nagar, S/O Ram Raja, BL69, L-Block, Hari Nagar, New Delhi Delhi India 110064
In the matter relating to ANIL BANGALORE RAJANNA [herein after known as individual] having DIN 09660117 and having its address at 522, 8th Cross, J P Nagar, 3rd Phase 522, 8th Cross, J P Nagar, 3rd PA ROOPA [herein after known as individual] having DIN 09661888 and having its address at H No 24, Skanda Moksh Panathur, Main Road Off Orr Kadubisana, Halli Paathur H No 24, Skanda Moksh Panathur, Main Road Off Orr Kadubisana, Halli Paathur Karnataka Karnataka India 560103
C. Provisions of the Act:
Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – It is submitted that the Company’s Board Meeting was held on 16.01.2023 and as per section 173 (1) of the Act, it was required to hold its next Board Meeting within 120 days of the preceding meeting i.e. on or before 16.05.2023. That the next Board Meeting was held on 22.08.2023, causing a delay of 97 days (i.e. from 17.05.2023 to 21.08.2023) in holding the Board Meeting by the company.
The Company has Suo-moto applied for adjudication in e-form GNL-1 vide SRN : F94564564 dated 17.04.2024. The Adjudication Application made under section 454 of the Companies Act, 2013 for violation of section 173(1).
The company and the noticee may submit objections/reply, if any.
2. The company and its officers have not sought an opportunity of e-hearing in their reply to the e-SCN.
E. Order:
1. Whereas the company filed suo-moto adjudication application for non-compliances u/s 118(1), 173(1), 173(3), 175(2) and184(1) of the CA, 2013.
ii. Whereas pursuant to the facts about the case, an e-SCN was issued to the company and its officers on 29.04.2025 for the default u/s 173(3) of CA, 2013. The noticees did not submit response to the e-SCN within 15 days timeframe. A reply dated 31.05.2025 was received through e-mail whereby the company acknowledged the non-compliance. Further, due to multiple non-compliances, it was observed that there was requirement of calling some additional information in the matter and therefore, a notice u/s 206(1) was issued on 22.05.2025.
iii. Additionally, through 206(1) notice, it was brought to the notice of the company that “e-SCN SCN/ADJ/03-2025/DL/00959 dated 29.04.2025 issued for default of section 173(1) of the Act for delay in conducting board meetings, the penal section has been wrongly mentioned as 173(4) of the Act. It is further informed that for the said default section 450 of the Act would be revoked as the penalty for default u/s 173(1) is not mentioned elsewhere. Therefore, the penalty would be levied u/s 450 of the Act.”
iv. Whereas the reply to the said notice was received on 01.07.2025 whereby the company submitted information and documents sought in the notice. Further, it is submitted that duty to give notice is inherently linked to duty to convene and conduct board meeting and therefore, penalty should be imposed u/s 173(4) for default of section 173(1) of CA, 20hase Karnataka Karnataka India 560078
In the matter relating to . DHANYA YAGN13.
v. Whereas it is stated that section 173(4) speaks of imposition of penalty on every officer of the company whose duty is to give notice under this section. However, the company has defaulted in convening board meetings in specified time frame and the same is not related to issuance of notice of board meetings. Therefore, non-compliance of section 173(1) does not get covered under the penalty provisions provided u/s 173(4) of CA, 2013.
Therefore, in view of the above, it is observed that the gap between two board meetings convened on 16.01.2023 and 22.08.2023 exceeded 120 days and there was a delay of 97 days (i.e. from 17.05.2023 to 21.08.2023) in convening the board meetings. This resulted in non-compliance of section 173(1) of the Act and the penalty is levied on the company and the officers-in-default as per section 450 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.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
Note: The company and its officers are required to pay penalty in total of Column D + E as per penalty table.
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 | SHOBHIT GARG having DIN as
09462150 |
25000 | 81000 | 25000 | |
| 2 | RUPAM RAJA having DIN as
09462151 |
25000 | 25000 | 25000 | |
| 3 | ANIL BANGALORE RAJANNA having DIN as 09660117 | 25000 | 25000 | 25000 | |
| 4 | . DHANYA YAGNA ROOPA having DIN as 09661888 | 25000 | 25000 | 25000 |
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 Noida 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.
Seema Rath,
Registrar of Companies
ROC Delhi
