The Registrar of Companies, Chennai passed an adjudication order imposing penalties for violation of Section 203(5) of the Companies Act, 2013 due to prolonged failure to appoint a whole-time Company Secretary. The company’s paid-up share capital crossed the statutory threshold of ₹10 crore on 29 March 2019, triggering the mandatory requirement to appoint a Company Secretary within the prescribed time. However, the appointment was made only on 16 September 2024, resulting in a delay of 1,998 days. Although the company later converted from private to public, the contravention related to first-time appointment arising in 2019. Despite the company citing COVID-19 disruptions, the adjudicating authority held the company and its directors/KMPs liable under Section 203(5). Penalties were imposed on the company and individual officers, with directions to rectify the default and pay penalties within 90 days. The order reiterates strict enforcement of compliance obligations linked to capital thresholds.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/12-2025/CN/01213 Dated: 19/12/2025
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. 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 VISION TIME INDIA LIMITED [herein after known as Company] bearing CIN U74300TN2002PLC049150, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at `SRINIVASA APARTMENTS’,NO.6, PRAKASAM STREET, T-NAGAR, NA CHENNAI-17. TAMIL NADU INDIA 600017
Individual details:
In the matter relating to SANTHANAM SRINIVASA RAGHAVAN ——–
In the matter relating to GOPALAN VAIDEHI ———
In the matter relating to SUBRAMANIAN RAMAMURTHY ——–
In the matter relating to DINESH RAMAMURTHY ———
In the matter relating to RAMAMURTHY RAJA ———
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 – The company Vision Time India Limited (CIN: U74300TN2002PLC049150) and its KMPs and directors namely, Mr. Subramanian Ramamurthy, Mr. Ramamurthy Raja, Ms Gopalan Vaidehi and Mr. Dinesh Ramamurthy have filed suo-moto adjudication application in e-form GNL-1 vide SRN: N30100036 dt 07.04.2025 for violation of Section 203 of the Companies Act, 2013 and also submitted physical application on 09.04.2025.
The applicants submitted that the company’s authorised share capital has been increased from Rs.4,00,00,000/- to Rs. 15,20,00,000/- on 29th March 2019, further, the authorised share capital has been increased from Rs.15,20,00,000/- to Rs.25,00,00,000/- on 27th February, 2025. Further, submitted that the pursuant to sub-section (4) of Section 203, Company Secretary should have been appointed within 6 months from the date of increase of Authorised share capital (29th March 2019 is the date of increased authorised share capital and six months falls on 29th September, 2019). However, the company have duly appointed Company Secretary on 16th September, 2024.
The applicants submitted that the said delay is due to Covid 19 situations wherein the company and its executives were unable to appoint Company Secretary within the statutory time limit. The said contravention may be treated as sympathetically.
It is noticed that the class of the company was changed from private to public in the year 2024. The paid up capital of the company was increased the above the threshold limit of ten crores on 29th March, 2019 and as per Rule 8A of the Companies (Appointment and Remuneration) Rules, 2014 “every private company which has paid up share capital of ten crore rupees or more shall have a whole-time company secretary”.
In the present case, the due date for appoint of Company Secretary was on 29.03.2019 and the company has appointed Ms. Swathi as Whole-time Company Secretary on 16.09.2024 with a delay of 1998 days. Further, the company has filed DIR-12 for appointment of Ms.Swathi Whole-time Company Secretary as on 08.10.2024 vide SRN: AB1450582 .
Further, Section 203(4) of the Companies Act, 2013 provides the situation of vacation of office of key managerial personnel, but the present case, related to the first time appointment of whole-time company secretary.
There is delay in appointment of whole-time Company Secretary, the company, KMPs and directors are liable as per the provisions of Section 203(5) of the Companies Act, 2013.
2. The adjudicating authority upon receiving the suo-moto adjudication application from the company for violation of section 203 of the Companies Act, 2013, issued an E-Adjudication noticed on 26.05.2025, to which the Managing director in his reply letter dt. 02.06.2025 has stated regarding their appointment of company secretary and have requested for physical hearing. Further the adjudicating authority issued notice on 13.08.2025 for E-hearing on 26.08.2025. Mr. M. Rathinakumar, Practising Company secretary is the authorized representative to attend the E-Hearing on behalf of the company and the officers in default.
E. Order:
1. M/s. Vision Time India Limited and its key managerial personnel have filed a Suo-motu adjudication application on 07.04.2025 for violation of Section 203 of the Companies Act, 2013, relating to non-appointment of a whole-time Company Secretary (CS) within the prescribed timeline. The company increased its authorized share capital from Rs.4 crores to Rs.15.2 crores on 29.03.2019, and further to Rs.25 crores on 27.02.2025. On 29.03.2019, the company’s paid-up capital crossed Rs.10 crores or more. Accordingly, the CS had to be appointed on or before 29.03.2019. However, the company appointed a whole-time Company Secretary only on 16.09.2024, resulting in a delay of 1998 days. DIR-12 for her appointment was filed on 08.10.2024.
It is also noted that the company converted from a private to a public company in 2024, but the violation pertains to the first-time appointment of CS based on the 2019 capital threshold. Due to the delayed appointment, the company and its directors/KMPs are liable for action under 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 | VISION TIME INDIA LIMITED having CIN as U74300TN2002P LC049150 | 500000 | 0 | 500000 | |
| 2 | SANTHANAM SRINIVASA RAGHAVAN having PAN as AKHPR8801M | 218000 | 0 | 500000 | |
| 3 | GOPALAN VAIDEHI . having DIN as 00810527 | 500000 | 0 | 500000 | |
| 4 | SUBRAMANIAN RAMAMURTHY having DIN as 02151713 | 500000 | 0 | 500000 | |
| 5 | DINESH RAMAMURTHY having DIN as 08043129 | 500000 | 0 | 500000 | |
| 6 | RAMAMURTHY RAJA having DIN as 08056120 | 500000 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
