This is a regulatory order issued by ROC Delhi II under Section 454 of the Companies Act, 2013 for an alleged violation of Section 203(5). The company filed a GNL-1 application for adjudication, stating that after crossing the prescribed paid-up capital threshold, it became subject to Section 203 from 09.08.2024. It had appointed a Chief Financial Officer before the provision became applicable, but during an internal compliance review discovered that the CFO simultaneously held the office of CFO in another company in contravention of Section 203(3). The CFO resigned with effect from 19.09.2024, another eligible CFO was appointed on the same date, and the original CFO was later reappointed after rectification. The adjudicating authority found no material establishing that the company or its directors had prior knowledge of or consented to the concurrent appointment and observed that corrective steps were taken immediately after the issue came to notice. Accordingly, proceedings against the company and its directors were dropped. However, the authority held that the CFO had continued to hold the office of CFO in more than one company from 09.08.2024 to 19.09.2024 in contravention of Section 203(3) and imposed a penalty of ₹91,000 under Section 203(5).
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/06-2026/DC/02456 | Dated: 30/06/2026
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 itsGazette 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 SHARP AGRICOM LIMITED [herein after known as Company] bearing CIN U01400DL2010PLC210589, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO.9, LSC, GUJRANWALA TOWN, PART-I, NA DELHI DELHI INDIA 110009
Individual details:
In the matter relating to NEHA GUPTA ___________________________________________________
In the matter relating to SANJAY SINGHAL ___________________________________________________
In the matter relating to HARGOVIND SACHDEV ___________________________________________________
In the matter relating to MUKESH YADAV ___________________________________________________
In the matter relating to MITA NAMONATH JHA ___________________________________________________
In the matter relating to VIDHI GOEL ___________________________________________________
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 – An application is filed through e-from GNL-1 vide SRN AC1164934 by the company for adjudication of default u/s 203 of the Companies Act, 2013. As per the application, following has been submitted:
i. That pursuant to the provision of Section 203 of the Companies Act, 2013 r/w Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company crossed the prescribed threshold limit of paid-up capital and thus, was required to appoint whole-time Key Managerial Personnel (KMP) w.e.f.09.08.2024.
ii. That the Company appointed Ms. Vidhi Goel as CFO on 06.06.2024, prior to applicability of necessary appointment of KMPs u/s 203 of CA, 2013.
iii.That during an internal review process, it was observed that Ms. Vidhi Goel was holding office of CFO in more than one company at the same time in contravention of section 203(3) of CA, 2013.
iv.That upon becoming aware of situation, Ms. Vidhi Goel resigned from the position of CFO w.e.f.19.09.2024 and Mr. Rahul Grover was appointed as CFO on 19.09.2024 in her place. E-form DIR-12 vide SRN: AB0785003 dated 23/09/2024 was filed to record the change in management.
Thus, in view of above, the adjudicating officer has reasonable cause to believe that the subject company along with its officers and CFO, Ms. Vidhi Goyal have not complied with the provision of 203(3) of the Companies Act, 2013 and the noticees are required to show cause as to why they should not be penalized u/s 203(5) for the said non-compliance.
2. not sought by the applicant
E. Order:
1. The reply submitted by the Company dated 18.06.2026 has been duly considered along with the documents placed on record.It has been observed that Ms. Vidhi Goel was appointed as Chief Financial Officer of the Company on 06.06.2024, prior to the applicability of the provisions of Section 203 of the Companies Act, 2013 to the Company. Further the provisions of Section 203 became applicable to the Company only with effect from 09.08.2024 on account of increase in its paid-up share capital. The Company has stated that it was not aware that Ms. Vidhi Goel was simultaneously holding the office of Chief Financial Officer in another company and that the said fact came to its knowledge only during the course of an internal compliance review. It has further been submitted that immediately upon becoming aware of the said position, Ms. Vidhi Goel resigned from the office of Chief Financial Officer with effect from 19.09.2024 and another eligible Chief Financial Officer was appointed on the same date. Thereafter, upon removal of the discrepency, Ms. Vidhi Goel was re-appointed as Chief Financial Officer.The reply submitted by the Company and the noticees has been duly considered along with the documents placed on record.It has been observed that Ms. Vidhi Goel was appointed as Chief Financial Officer of the Company on 06.06.2024, prior to the applicability of the provisions of Section 203 of the Companies Act, 2013 to the Company. Further the provisions of Section 203 became applicable to the Company only with effect from 09.08.2024 on account of increase in its paid-up share capital. The Company has stated that it was not aware that Ms. Vidhi Goel was simultaneously holding the office of Chief Financial Officer in another company and that the said fact came to its knowledge only during the course of an internal compliance review. It has further been submitted that immediately upon becoming aware of the said position, Ms. Vidhi Goel resigned from the office of Chief Financial Officer with effect from 19.09.2024 and another eligible Chief Financial Officer was appointed on the same date. Thereafter, upon rectification of the discrepancy, Ms. Vidhi Goel was reappointed as the Chief Financial Officer.The submissions made by the Company have been examined in light of the records available before the undersigned. No material has been brought on record to establish that the Company or any of its directors had prior knowledge of the concurrent appointment of Ms. Vidhi Goel during the relevant period. Further, there is nothing on record to indicate that the Company or its directors had authorised, consented to, connived in, or consciously permitted the continuation of such concurrent appointment after the provisions of Section 203 became applicable. It is also observed that no material has been placed on record to establish that the Board of Directors had ignored any information relating to such concurrent appointment or had failed to take corrective action after becoming aware of the same.On the contrary, the records indicate that the existence of the concurrent appointment came to the notice of the Company during its internal compliance review, whereupon immediate corrective steps were taken by the Company to ensure compliance with the provisions of Section 203 of the Act. The records further indicate that the resignation of Ms. Vidhi Goel from the office of Chief Financial Officer was accepted with effect from 19.09.2024 and another eligible Chief Financial Officer was appointed on the same date.It is further observed that the fact relating to simultaneous holding of the office of Chief Financial Officer in another company was a fact primarily within the knowledge of the concerned Key Managerial Personnel. In the absence of any material indicating that the Company or its directors were aware of such concurrent appointment or had failed to act despite having knowledge thereof, the material available on record is not sufficient to conclude thath Company or its directors were themselves in default for the purposes of Section 203(5) of the Companies Act, 2013.However, from the material available on record and the submissions made by the noticees themselves, it stands established that Ms. Vidhi Goel continued to hold the office of Chief Financial Officer in more than one company during the period from 09.08.2024 to 19.09.2024. The said position is in contravention of the provisions of Section 203(3) of the Companies Act, 2013. Accordingly, the contravention under Section 203(3) is established against Ms. Vidhi Goel and she is liable for penalty of Rs 91000 under Section 203(5) of the Companies Act, 2013.In view of the foregoing facts and circumstances of the case, the proceedings initiated against the Company and its directors are dropped. However, penalty is liable to be imposed upon Ms. Vidhi Goel for the contravention of Section 203(3) read with Section 203(5) of the Companies Act, 2013. the provisions of Section 203 of the Act. The records further indicate that the resignation of Ms. Vidhi Goel from the office of Chief Financial Officer was accepted with effect from 19.09.2024 and another eligible Chief Financial Officer was appointed on the same date.It is further observed that the fact relating to simultaneous holding of the office of Chief Financial Officer in another company was a fact primarily within the knowledge of the concerned Key Managerial Personnel. In the absence of any material indicating that the Company or its directors were aware of such concurrent appointment or had failed espite having knowledge thereof, the material available on record is not sufficient to conclude that the Company or its directors were themselves in default for the purposes of Section 203(5) of the Companies Act, 2013.However, from the material available on record and the submissions made by the noticees themselves, it stands established that Ms. Vidhi Goel continued to hold the office of Chief Financial Officer in more than one company during the period from 09.08.2024 to 19.09.2024. The said position is in contravention of the provisions of Section 203(3) of the Companies Act, 2013. Accordingly, the contravention under Section 203(3) is established against Ms. Vidhi Goel and she is liable for penalty of Rs 91000 under Section 203(5) of the Companies Act, 2013.In view of the foregoing facts and circumstances of the case, the proceedings initiated against the Company and its directors are dropped. However, penalty is liable to be imposed upon Ms. Vidhi Goel for the contravention of Section 203(3) read with 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:
| (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 | SHARP AGRICOM LIMITED having CIN as U01400DL2010P LC210589 | 0 | 0 | 500000 | |
| 2 | NEHA GUPTA having DIN as
10682740 |
0 | 0 | 500000 | |
| 3 | SANJAY
SINGHAL having DIN as 00007902 |
0 | 0 | 500000 | |
| 4 | HARGOVIND SACHDEV having DIN as 08105319 | 0 | 0 | 500000 | |
| 5 | MUKESH
YADAV having DIN as 08332840 |
0 | 0 | 500000 | |
| 6 | MITA
NAMONATH JHA having DIN as 07258314 |
0 | 0 | 500000 | |
| 7 | VIDHI GOEL having DIN as 06462864 | 91000 | 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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
