The Registrar of Companies, Mumbai passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties for violation of Section 173(1), which mandates a minimum of four Board meetings in a calendar year with prescribed intervals. The company admitted that it convened only three Board meetings during 2024 and failed to hold the fourth meeting within the year. Treating the lapse as a contravention without a specific penalty elsewhere, the Adjudicating Officer invoked Section 450 and held both the company and the officer in default liable. Considering the admitted default and absence of any request for hearing, the authority imposed a penalty of ₹10,000 on the company and ₹10,000 on the Company Secretary as the officer in default, payable from personal sources. The order reiterates that statutory requirements for Board governance are mandatory, and even a single missed meeting attracts penal consequences, underscoring strict compliance expectations for corporate governance timelines.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/12-2025/MB/01252 | Dated: 06/01/2026
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.
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 SOLAIREDIRECT PROJECTS INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74900MH2013PTC378827, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 504 & 505, 5TH FLOOR, WINDSOR, OFF CST ROAD, KALINA, SANTACRUZ (EAST), NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400098
Individual details:
In the matter relating to SURABHI JAIN…………………..
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 – Whereas the office of Registrar of Companies (hereinafter referred to as the ROC) is in receipt of a Suo motu Adjudication Application dated 09.09.2025 filed by Solaire direct Projects India Pvt. Ltd and its five Directors, namely Mr Prakash Balkrishna Morankar, Mr Viral Dholakia, Mr Shravan Agarwal, Mr. Jaspreet Singh Sahota and Ms. Surabhi Jain (hereinafter referred as the noticees) under Section 454 of the Companies Act, 2013 on account of failure to conduct minimum number of Board Meeting for the Calendar Year 2024 in contravention of Section 173(1).
Whereas Section 173(1) of the Act states that:
Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board:
Provided that the Central Government may, by notification, direct that the provisions of this sub-section shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.
Whereas the Applicants have stated that the Board of Directors of the Company had convened three board meetings on 22.02.2024, 20.06.2024 and 13.09.2024 during the calendar year 2024. However, the Company failed to hold 4th Board meeting as required under the provisions of Section 173(1) of the Companies Act, 2013.
Ergo, the Company and every officer of the Company who is in default or such other person shall be liable to a penalty under the provisions of Section 450 for default under Section 173(1) of the Companies Act, 2013.
2. The Noticees did not request for E-hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
E.Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/11-2025/MB/02882 dated 14.11.2025 was issued to the Company and Ms SURABHI JAIN, Company Secretary (hereinafter referred to as notices) under Section 454 read with Section 450 and Section 173(1) of the Act.
B. The noticees replied to the said show cause notice on 22.11.2025 on E-adjudication portal and admitted the default.
C. The Noticees did not request for E-hearing on E-adjudication portal, and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
D. In the instant case, the third board meeting for calendar year 2024 was held on 13.09.2024. However, the Company failed to hold 4th Board meeting in calendar year 2024 in contravention of Section 173(1) of the Companies Act, 2013. Thus, the Company and its officers in default shall be liable to penalty under the provisions of Section 450 of the Act for default under Section 173(1) of the Act. Accordingly, the Company and its officer in default shall be liable to a penalty of Rs. 10,000/-(Rupees Ten thousand only) each for not holding 4th Board Meeting in the calendar year 2024.
E. Now therefore, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015, I hereby impose a penalty of Rs. 10,000/- (Rupees Ten thousand only) each on the Company and Officer- in default viz. Ms SURABHI JAIN, Company Secretary under the penal provisions of section 450 for default under the provisions of Section 173(1) of the Act.
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 | SOLAIREDIRECT PROJECTS
INDIA PRIVATE LIMITED having CIN as U74900MH2013P TC378827 |
NA | 10000 | 0 | 200000 |
| 2 | SURABHI JAIN having PAN as ATHPJ3209Q | NA | 10000 | 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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
