The Registrar of Companies, Mumbai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for non-compliance with Section 203(4) relating to appointment of a whole-time Company Secretary. The violation arose after the company’s paid-up share capital crossed ₹10 crore, triggering the mandatory requirement to appoint a Company Secretary within six months. The transferor company failed to do so by the prescribed deadline and appointed a Company Secretary with a delay of 168 days. Although the default occurred prior to amalgamation, the transferee company filed a suo motu adjudication application. After considering submissions and an e-hearing, the authority excluded one director who was not in office during the default period but held the company and remaining directors liable. Consequently, a penalty of ₹5 lakh was imposed on the company, while defaulting directors were penalised ₹2.17 lakh each. The order reiterates strict enforcement of key managerial personnel requirements and personal accountability of directors for compliance lapses.
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/01-2026/MB/01332 Dated: 03/01/2026
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 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 ZEO FIN TECHNOLOGY PRIVATE LIMITED [herein after known as Company] bearing CIN U74999MH2021PTC363899, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OFFICE NO. 19,1ST FLOOR, VIKAS CENTER S.V. ROAD, SANTACRUZ WEST SANTACRUZ(WEST) MUMBAI MUMBAI MAHARASHTRA INDIA 400054
Individual details:
In the matter relating to SANJAY JAIN [herein after known as individual] having and having its address at __________
In the matter relating to UTKARSH RANJAN SAIN [herein after known as individual] having and having its address at __________
In the matter relating to ANISHA YATIN DOSSA [herein after known as individual] having and having its address at __________
In the matter relating to ANUSHA RAMAKRISHNAN [herein after known as individual] having and having its address at __________
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 – Whereas the Registrar of Companies Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application on 11.06.2025 filed by the Company and its Former Directors namely Ms. Anisha Yatin Dossa Mr. Anusha Ramakrishnan Mr. Sanjay Jain as furnished in Adjudication Application), (hereinafter referred to as the Applicants) under section 454 read with Section 203(5) of the Companies Act, 2013 for violation of Section 203(4) of the Act on account of failure to appoint Company Secretary within the prescribed period in the transferor Company namely Zeo Fin Capital Private Limited (hereinafter referred to as transferor Company), which got amalgamated with transferee Company namely Zeo Fin Technology Private Limited vide order dated 02.05.2025 passed by Ld. Regional Director (WR) under Section 233(6) of the Act. Since the transferor Company has got amalgamated, the instant application is filed by the transferee Company. Whereas Section 203 (4) of the Act stipulates as under:
If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.
Rule 8A of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014 stipulates as under: Rule 8A of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014 states that-Every private company which has a paid up share capital of ten crore rupees or more shall have a whole -time company secretary.
Whereas the paid up share capital of transferor Company was increased to Rs. 10,20,00,000/- with effect from 16.03.2023. Pursuant to Section 203 read with Rule 8A of the (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the transferor Company was required to appoint a Whole Time Company Secretary within 6 months from the date when paid up capital exceeded the prescribed threshold limit that is on or before16.09.2023.
Whereas the transferor Company appointed a Company Secretary on 01.03.2024 that is after a delay of 168 days from the due date, in contravention of provisions of section 203(4) of the Act read with Rule 8A of the (Appointment and Remuneration of Managerial Personnel) Rules. 2014.
Whereas the Applicants stated that due to technical glitch on account of migration of MCA data from V2 to V3 portal, the system is showing DIN 10031519 instead of DIN: 10086541 (hereinafter referred to as correct DIN) belongs to one of the Directors namely Mr Sanjay Jain. Thus, the Applicants made a prayer to adjudicate the non-compliance of Section 203(4) against the Applicants including Mr Sanjay Jain bearing correct DIN: 10086541.
2. The Noticees requested for an E- hearing. Acceding to the request, an opportunity of being heard was accorded to them by the Adjudicating Officer under the provisions of Section 454(4) on 24.12.2025.
E. Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/11-2025/MB/02902 dated 17.11.2025 was issued to the Company and its Officers in default namely Mr. SANJAY JAIN (Director), Mr. UTKARSH RANJAN SAIN (Director), Ms. ANISHA YATIN DOSSA (Director) and Ms. ANUSHA RAMAKRISHNAN (Director) (hereinafter referred to as the Noticees) under Section 454 read with Section 203(5) for default under Section 203(4) of the Act.
B. The noticees submitted their reply on 17.11.2025 on E-adjudication portal and stated that Mr. Utkarsh Ranjan Sain was appointed as first Director with effect from 20.01.2023 till 31.03.2023, thus, he was not a director during a period of default.
C. The Noticees requested for an E- hearing. Acceding to the request, an opportunity of being heard was accorded to them by the Adjudicating Officer under the provisions of Section 454(4) on 24.12.2025 at 01:03 PM (IST). In this regard, a notice bearing ID: EH/ADJ/12-2025/MB/00971 dated 15.12.2025 was issued.
D. Mr. Shailesh Kumar Singh, Practicing Company Secretary has attended the E-hearing on behalf of all the noticees and reiterated the written reply. In addition to the written reply, he further submitted that Mr. Sanjay Jain was a director in transferor Company and he has resigned.
E. On perusal of the said Suo Motu Adjudication Application, it is observed that under the provisions of Section 203(4) of the Act the Company was required to appoint whole time Key Managerial Personnel within a period of six months from the vacancy that is on or before 16.09.2023. However, the Zeo Fin Capital had no professional team to advise on legal and compliance aspects and initially management was not aware of the legal requirement of appointment of Company Secretary and upon awareness the management was started to look for suitable candidates, however, the candidates were reluctant to join the Company. Thereafter, the management appointed Mr. Japneet Kaur with effect from 01.03.2024 with delay of 168 days.
F.The period of default is considered from 16.09.2023 to 01.03.2024 that is 168 days. However, as per the details available on MCA portal, Mr. Utkarsh Ranjan Sain has resigned with effect from 31.03.2023 and the Company has also filed E-form DIR-12 vide SRN AA1765139 on 31.03.2023. Thus, he will not be considered as Officer in default. Accordingly, the Company shall be liable for penalty of Rs. 5,00,000/- (Rupees Five Lakhs only) and every officer of the company who is in default namely Mr. SANJAY JAIN (Director), Ms. ANISHA YATIN DOSSA (Director) and Ms. ANUSHA RAMAKRISHNAN (Director) shall be liable for the penalty of Rs. 50,000/- (Rupees Fifty Thousand only) for first default and Rs. 1000/- per day for further 167 days aggregating to Rs.2,17,000 /- (Rupees Two Lakhs Seventeen Thousand only) each subject to maximum penalty of Rs. 5,00,000/- (Rupees Five Lakhs only) under Section 203(5) of the Act.
G. The transferor Company namely Zeo Fin Capital Pvt Ltd was a subsidiary Company during the period of d s, the Company does not fall under the definition of Section 2(85) of the Companies Act, 2013.
H. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose a penalty of Rs.5,00,000/- (Rupees Five lakhs only) on the Company and Rs.2,17,000 /- (Rupees Two Lakh Seventeen Thousand only) each on Mr. SANJAY JAIN (Director), Mr. UTKARSH RANJAN SAIN (Director), Ms. ANISHA YATIN DOSSA (Director) and Ms. ANUSHA RAMAKRISHNAN (Director) for default under Section 203(4) 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 | ZEO FIN TECHNOLOGY PRIVATE LIMITED having CIN as U74999MH2021P TC363899 | NA | 500000 | 0 | 500000 |
| 2 | SANJAY JAIN having DIN as 10086541 | NA | 217000 | 0 | 500000 |
| 3 | UTKARSH RANJAN SAIN having DIN as 02651554 | NA | 0 | 0 | 500000 |
| 4 | ANISHA YATIN DOSSA having DIN as 09239414 | NA | 217000 | 0 | 500000 |
| 5 | ANUSHA RAMAKRISHNAN having DIN as 09239415 | NA | 217000 | 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 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
