The Registrar of Companies, Delhi, acting under Companies Act, 2013, adjudicated penalties under Section 454 for non-compliance with Section 173(1) relating to board meetings. The company failed to hold the mandatory minimum of four board meetings in 2023 and exceeded the prescribed 120-day gap between meetings twice by three days each. Although the company made a suo motu disclosure, admitted the default, and cited operational constraints, board changes, and non-operational status, the violation was established. As the entity qualified as a “small company,” reduced penalties under Section 446B were applied. Accordingly, a penalty of ₹12,000 each was imposed on the company and its three directors. The authority emphasized that statutory requirements for board meetings are mandatory irrespective of operational difficulties. The noticees were directed to pay the penalty within 90 days and informed of their right to appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi I
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/04-2026/DL/02071 | Dated: 28/04/2026
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 LACEWORK SECURITY INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U72200DL2022FTC392163, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at BUILDING NO. K-4 K-BLOCK, NDSE-2 NEW DELHI SOUTH EXT-II NEW DELHI SOUTH DELHI DELHI INDIA 110049
Individual details:
In the matter relating to PATRICK JAMES SLOCUM _______
In the matter relating to YASH GUPTA _______
In the matter relating to GEETIKA MITTAL _______
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 – I.That the Company has filed Suo-moto application through e-form GNL-1 vide SRN: N00839217 dated 08.09.2024. for adjudication of violation of section 173(1) of the CA, 2013.
II. That the company has submitted in its application that the Board of the Company, during the calendar year 2023, held its meetings on 29.03.2023, 15.06.2023 and 28.09. 2023. The board convened the next board meetings on 29.01.2024 and 31.05.2024.
II. That the company was able to convene only 03 board meetings in calendar year 2023 and further, the gap between 2 board meetings convened on 28.09.2023 and 29.01.2024 was 123 days, resulting in delay of 3 (three) days.
III. That the Company convened its next Board Meeting on 31.05.2024, with a gap of 123 (one hundred and twenty-three) days, again resulting in a delay of 3 (three)days.
IV. That the company failed to convene a minimum of 04 board meetings in a calendar/financial year and further, the gap between two subsequent board meetings exceeded 120 days twice. Thus, there is non-compliance of section 173(1) of the CA, 2013. The Company and every officer of the Company who is in default shall be liable to penalty u/s 450 and the penalty for the non-compliance will be imposed twice as default is related two consecutive board meetings whereby the gap between the meetings exceeded specified time period. The penalty to be imposed is as under:
i. LACEWORK SECURITY INDIA PVT. LTD.: (10000+1000×2)+ (10000+1000×2)=24000
ii. Patrick James Slocum (Director) : (10000+1000×2)+ (10000+1000×2)=24000
iii. Yash Gupta (Director) : (10000+1000×2)+ (10000+1000×2)=24000
iv. Geetika Mittal (Director): (10000+1000×2)+ (10000+1000×2)=24000
Therefore, in view of the above, the company and the noticees needs to show cause as to why they should not penalized u/s 450 for the non-compliance of section 173 of CA, 2013.
2. No e-Hearing have been sought by the Noticees.
E. Order:
1. Whereas in reference to the facts of the case, an e-SCN (SCN/ADJ/04-2025/DL/01060) u/s 173(1) was issued to the company and its officers on 06.10.2025. Reply received on 15.10.2025 wherein the company and the officer-in-default accepted non-compliance and stated that the default occurred due to an inadvertent oversight and that the default has been rectified.
I. Whereas company failed to convene a minimum of 04 board meetings in the calendar year 2023 u/s 173 of CA, 2013. Further, company has two time delayed the conduct of two Board Meetings, each time, by a period of 3 days (i.e. 28.09.2023 -29.01.2024 and 29.01.2024 – 31.05.2024).
II. Company submitted that following reasons:
a. During the relevant period the Company faced unforeseen operational constraints resulting in scheduling the board meetings; and
b. There were frequent changes in the composition of the board of directors, and the process of appointment and resignation of the directors took time, therefore resulted in lack of coordination among directors for scheduling the board meetings.
c. Company is currently non-operational and has no revenue and is in the process of initiating liquidation and requested that to consider their explanation and the challenges faced by the company pursuant to the non-compliance of the provisions of section 173(1) of the Act and take a lenient view and reduce the penalty on the company and its directors.
2. Whereas as per filings made by the company on MCA 21 Registry, it is observed that for FY 2024-25, paid-up share capital & turnover of the company is Rs. 500000 /- and Rs. 873683 /-, respectively, and it does not exceed the threshold limit prescribed u/s 2(85) read with Rule 2(1)(t) of Companies (specification of Definitions Details rules.2014. Therefore, the subject company is covered under the definition of small companies as defined u/s 2(85) of the Act, 2013 and hence, the benefit of section 446B would be applicable to the company.
3. The matter has been adjudicated as per application and reasons provided by the company in its application through e-form GNL-1 dated 08.10.2024. If this leads to any other non-compliance falling under the provisions of the Companies Act, the company has the liberty to rectify the same by way of Compounding, Adjudication, under section 131 or others as per the provisions of Companies Act.
4. The company has to disclose the order of adjudication and the reasons in the Board Report for the forthcoming financial year.
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 | LACEWORK SECURITY INDIA PRIVATE LIMITED having CIN as U72200DL2022F TC392163 | 12000 | 0 | 200000 | |
| 2 | PATRICK JAMES SLOCUM having DIN as 09459961 | 12000 | 0 | 50000 | |
| 3 | YASH GUPTA having DIN as 10381268 | 12000 | 0 | 50000 | |
| 4 | GEETIKA MITTAL having DIN as 10611520 | 12000 | 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 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.
Seema Rath,
Registrar of Companies
ROC Delhi
