The Registrar of Companies, Bangalore, adjudicated a penalty under Section 454 of the Companies Act, 2013 for violation of Section 203(5), after the company filed an adjudication application admitting non-appointment of a whole-time company secretary for 947 days. Following the resignation of the previous company secretary on 21 January 2021, the company, though required to fill the vacancy within six months, did not appoint a new company secretary until 23 February 2024. Show-cause notices were issued, replies were submitted, and a hearing was conducted through the e-Adjudication system. The authority found that the company did not qualify as a small company and was therefore ineligible for reduced penalties under Section 446B. Penalties were imposed on the company and its officers in default, ranging from ₹3,94,000 to ₹5,00,000, with directions to rectify the default and pay the penalty within 90 days. The order also outlined the appeal process and consequences for non-payment.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/11-2025/BL/00911 Dated: 22/11/2025
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 GE VERNOVA HYDRO POWER INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U42201KA2007FTC044764, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at EPIP 122 PHASE II WHITEFIELD ROAD EPIP 122 PHASE II WHITEFIELD ROAD EPIP BANGALORE BANGALORE KARNATAKA INDIA 560066
Individual details:
In the matter relating to PANKAJ SEHGAL
In the matter relating to SUSHIL KUMAR
In the matter relating to VISHAL JAIN
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 has filed an adjudication application on 06.01.2025 for violation of section 203 of the Act. It has been submitted in the application that subsequent to the resignation of Mr. Uday Bhan Gupta as the company secretary w.e.f. 21.01.2021, there was no company secretary in the company till the appointment of Mr. Payal Dhall on 23.02.2024. The company falls under the criteria for the appointment of a whole-time company secretary and ought to have appointed the new company secretary within six months from the date of vacancy thereby violating the above-mentioned provision for a period of 947 days i.e. from 21.07.2021 to 22.02.2024.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed an adjudication application for violation of section 203 of the Act. It has been submitted in the application that subsequent to the resignation of Mr. Uday Bhan Gupta as the company secretary w.e.f. 21.01.2021, there was no company secretary in the company till the appointment of Mr. Payal Dhall on 23.02.2024. The company falls under the criteria for the appointment of a whole-time company secretary and ought to have appointed the new company secretary within six months of the date of vacancy, thereby violating the above-mentioned provision for a period of 947 days i.e. from 21.07.2021 to 22.02.2024.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the company and its officers in default through e-Adjudication module, and was also sent through speed post on 20.02.2025. The company and officers in default have submitted their reply dated 07.03.2025 on e-Adjudication portal stating the same facts regarding the non-compliance and its duration as provided in the adjudication application, and opted for a hearing in the matter. Subsequently, e-hearing notice dated 12.08.2025 was sent to the company and its officers in default through e-Adjudication module and hearing was scheduled on 20.08.2025 which was attended by Mr. Hemant Singh, practising company secretory and authorized representative of company and officers in default who made the submissions as per the adjudication application filed.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | GE VERNOVA HYDRO POWER INDIA PRIVATE LIMITED having CIN as U42201KA2007F TC044764 | 500000 | 0 | 500000 | |
| 2 | PANKAJ SEHGAL having DIN as 08510247 | 394000 | 0 | 500000 | |
| 3 | SUSHIL KUMAR having DIN as 08510312 | 500000 | 0 | 500000 | |
| 4 | VISHAL JAIN having DIN as 08510611 | 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 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.
Avais Patwegar,
Registrar of Companies
ROC Bangalore
