The order relates to adjudication of penalty under Section 454 of the Companies Act, 2013 for violation of Section 203(5) concerning PRIME CAPITAL MARKET LIMITED. The ROC Cuttack observed that the company’s Company Secretary ceased office with effect from 10.04.2018 and the resulting vacancy, required to be filled within six months under Section 203(4), remained unfilled until 01.11.2018, resulting in a default of 23 days. During adjudication, the authorised representative stated that the delay was due to financial hardship and non-availability of a suitable Company Secretary and indicated that a reply would be submitted, but no reply or supporting documents were received. The adjudicating officer rejected these explanations, stating that appointment of a whole-time Company Secretary is a mandatory statutory requirement for a listed company. It was concluded that the company and its officers in default had contravened Section 203(1)(ii) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and penalties were imposed under Section 203(5), including ₹5,00,000 on the company and ₹73,000 each on the five officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,
CDA, Cuttack, Orissa, India, 753014
Phone: 0671-2366952
E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/07-2026/CT/02484 Dated: 03/07/2026
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 PRIME CAPITAL MARKET LIMITED [herein after known as Company] bearing CIN L67120OR1994PLC003649, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OU-640,6TH FLOOR, ESPLANDE ONE, RASHULGARH, P.O-MANCHESWAR RASULGARH BHUBANESWAR KHORDA ORISSA INDIA 751010
Individual details:
In the matter relating to SURENDRA SINGH ——–
In the matter relating to SUSHIL KUMAR PUROHIT ——–
In the matter relating to SAROJ DEVI KOTHARI ———
In the matter relating to GWAL DAS VYAS ——-
In the matter relating to SUNIL KUMAR DE ——
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 – Section 203(1)(ii) of the Companies Act 2013 inter-alia provides that :-
Every Company belonging to such class or classes of companies as may be prescribed shall have the following whole-time
key managerial personnel ?
(ii) Company Secretary.
Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014 provides that :-
Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.
Further, Section 203(4) of the Companies Act 2013 provides that :-
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.
It is observed from the MCA portal that Ms. Nikita Sureka Roy was ceased from the post of Company Secretary w.e.f. 10.04.2018 and as per provisions of Section 203(4) of the Companies Act 2013, the vacancy should be filled-up within six months i.e. by 09.10.2018. However, new Company Secretary-Anil Kumar was appointed on 01.11.2018, thereby the company was in default of 23 days in appointing the Company Secretary. Therefore, the company has violated the Section 203(1)(ii) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014.
2. No response was received from the Company and its officers in default in response to the SCN issued to them. Hence, to ensure an opportunity of being heard, e-hearing was provided. E-hearing was scheduled on 14.04.2026. The same could not be held and postponed due to declaration of holiday on 14.04.2026 by DOPT in lieu of birth day of Dr. B. R. Ambedkar. Hence, the e-hearing was re-scheduled to 22.04.2026 and the same also could not be held due to technical issue in portal. The e-hearing was again re-scheduled and held on 05.05.2026. The company and its directors/officers in default or any authorised representative did not attend the e-hearing held on 05.05.2026. However, one e-mail was received from Shri R. K. Satpathy, PCS along with an Authorisation letter from the company, wherein he has requested to provide the link for attending the Adjudication Proceedings. As the desired link was already been shared to all the noticee, he was intimated by return mail to obtain the link from any noticee. In view of the same, one more opportunity was given to attend the e-hearing and accordingly, e-hearing was re-scheduled to 12.05.2026.
E. Order:
1.
i. During the e-hearing held on 12.05.2026, Shri R. K. Satpathy, Company Secretary in Practice, appeared and represented that he had been authorised to appear on behalf of the company and its officers in default. Upon being asked to furnish the authorisation letter issued by the company and the noticees, Shri Satpathy referred to the e-mail dated 05.05.2026, whereby he was authorised by the company through a letter signed by Shri Adarsh Purohit, Managing Director.
Upon being specifically asked regarding his authority to represent the other noticees, Shri Satpathy submitted that the requisite authorisations would be furnished through e-mail during the course of the day. However, no such authorisation has been received till date.
Further, when queried regarding the alleged violation of Section 203(1)(ii) of the Companies Act, 2013, Shri Satpathy submitted that owing to financial hardship and non-availability of a suitable Company Secretary, the company could not appoint a whole-time Company Secretary during the period referred to in the Show Cause Notice.
When asked regarding non-submission of reply to the Show Cause Notice dated 05.02.2026, Shri Satpathy stated that a detailed reply would be submitted during the course of the day. However, no reply or supporting document has been received from the company or the noticees till date.
The explanation regarding financial hardship and non-availability of a suitable Company Secretary is not acceptable. The obligation under Section 203(1)(ii) of the Companies Act, 2013 to appoint a whole-time Company Secretary arises by virtue of the company being a listed company and is a mandatory statutory requirement. Such obligation cannot be avoided or diluted on the ground of the financial condition of the company.
Further, it is observed that during the relevant period, other companies having their registered offices in the State of Odisha have complied with the requirement of appointment of a whole-time Company Secretary under Section 203(1)(ii) of the Companies Act, 2013. Therefore, the plea regarding non-availability of a suitable Company Secretary is also not substantiated and cannot be accepted.
ii. The company, through its Authorised Representative, has admitted that it failed to appoint a whole-time Company Secretary during the relevant period. In view of the facts and circumstances of the case, the submissions made during the e-hearing, and the documentary evidence available on record, it is concluded that the company and its officers in default have contravened the provisions of Section 203(1)(ii) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Accordingly, in exercise of the powers conferred under Section 454 of the Companies Act, 2013, read with Section 203(5) thereof, penalty is hereby imposed upon the company and every director and Key Managerial Personnel who was in default during the relevant period, for the period from 09.10.2018 to 31.10.2018, being 23 days during which the company remained in default in appointing a whole-time Company Secretary.
(iii) The company and the directors/officers in default shall pay the penalty amount, as specified hereinbelow, through the online mode, in accordance with Rule 3(14) of the Companies (Adjudication of Penalties) Rules, 2014, within a period of ninety days from the date of receipt of this Order. While making such payment, the noticees shall specify the details of this Order and the name of the noticee making the payment.
Further, the company shall file e-Form INC-28 with the Registrar of Companies, along with a copy of this Order and the payment challans, immediately after payment of the penalty amount.
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 | PRIME CAPITAL MARKET LIMITED having CIN as L67120OR1994P LC003649 | 500000 | 0 | 500000 | |
| 2 | SURENDRA SINGH having DIN as 00426299 | 73000 | 0 | 500000 | |
| 3 | SUSHIL KUMAR PUROHIT having DIN as 00073684 |
73000 | 0 | 500000 | |
| 4 | SAROJ DEVI KOTHARI having DIN as 01312905 | 73000 | 0 | 500000 | |
| 5 | GWAL DAS VYAS having DIN as 01319377 | 73000 | 0 | 500000 | |
| 6 | SUNIL KUMAR DE having DIN as 05331462 | 73000 | 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 Hyderabad 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.
Sitaram Gupta,
Registrar of Companies
ROC Cuttack
