The Registrar of Companies, Gwalior, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 203(5) arising from non-compliance with Section 203(1). During an inspection under Section 206(5), it was observed that the company had appointed the same individual as both Chief Financial Officer and Whole-time Director through a Board Resolution filed in Form MGT-14 without appointing another person as Chief Financial Officer. The inspection concluded that the company had failed to comply with Section 203(1), and a show cause notice was issued. The company contended that the Companies Act, 2013 does not expressly prohibit the same individual from simultaneously holding the offices of Whole-time Director and Chief Financial Officer, but this contention was rejected. The Adjudicating Officer held that Section 203(1) contemplates distinct categories of whole-time Key Managerial Personnel with separate statutory responsibilities and that appointing the same individual to both positions without another Chief Financial Officer defeated the purpose of the provision. The company was held liable under Section 203(5). A penalty of ₹5,00,000 was imposed on the company and ₹50,000 on the Managing Director identified as the officer in default, while the remaining individuals were shown with zero penalty. The notified noticees were directed to rectify the default and pay the applicable penalty within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Gwalior
Registrar Of Companies, 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh, India, 474009
Phone: 0751-2321907
Fax: 0751-2631853
E-mail: roc.gwalior@mca.gov.in
Order ID: PO/ADJ/06-2026/GL/02450 Dated: 29/06/2026
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. 698(E) dated 10/02/2026 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 EKI ENERGY SERVICES LIMITED [herein after known as Company] bearing CIN L74200MP2011PLC025904, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 201, PLOT NO. 48., SCHEME NO. 78,PART-II, VIJAY NAGAR (NEAR BRILLIANT CONVENTION C ENTRE) NA INDORE INDORE MADHYA PRADESH INDIA 452010
Individual details:
In the matter relating to MOHIT KUMAR AGARWAL ———
In the matter relating to YASH JOSHI ——
In the matter relating to ITISHA SAHU ——-
In the matter relating to MANISH KUMAR DABKARA ——–
In the matter relating to RITESH GUPTA ——-
In the matter relating to BURHANUDDIN ALI HUSAIN MAKSI WALA ——-
In the matter relating to PRIYANKA DABKARA ——-
In the matter relating to ASTHA PAREEK- ———
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 – During the inspection, the inspecting officer has been observed that the company had filed Form MGT-14 vide SRN No. AB2323516 dated 03.01.2025 before the Registrar of Companies in respect of a Board Resolution for appointment of Mr. Mohit Agarwal (DIN: 09459334), Chief Financial Officer (CFO) of the company, and as an Additional Director designated as Whole-Time Director. Upon examination of the said resolution and related records, it was noticed that the company had appointed the same individual simultaneously as Chief Financial Officer and Whole-Time Director without appointing any alternative person for the office of CFO. The contention of the company that the same person can hold the position of CFO and Whole-Time Director concurrently was found not tenable, as both offices are separate and distinct in nature and are required to be maintained independently in terms of Section 203(1) of the Companies Act, 2013. Accordingly, the company and its officers in default were found to be in contravention of the provisions of Section 203(1) of the Companies Act, 2013 and consequently liable for penal action under Section 203(5) of the Act.
2. During inspection conducted under Section 206(5) of the Companies Act, 2013, it was observed that the Company had filed Form MGT-14 vide SRN No. AB2323516 dated 03.01.2025 for appointment of Shri Mohit Kumar Agarwal as Whole-time Director while he continued to hold the office of Chief Financial Officer.
The inspection revealed that no separate individual had been appointed to discharge the functions of Chief Financial Officer and that the same person continued to function simultaneously as Whole-time Director as well as Chief Financial Officer. The Inspection Officer therefore concluded that the Company had failed to comply with the requirements of Section 203(1) of the Companies Act, 2013 and recommended initiation of proceedings under Section 203(5).
Accordingly, Show Cause Notice No. SCN/ADJ/06-2026/GL/04667 dated 03.06.2026 was issued.
E. Order:
1. The submissions of the noticees have been carefully considered.
The principal contention advanced is that there is no express prohibition under the Companies Act, 2013 against the same individual holding the offices of Whole-time Director and Chief Financial Officer simultaneously.
This contention does not merit acceptance.
Section 203(1) contemplates appointment of distinct categories of whole-time Key Managerial Personnel entrusted with separate statutory responsibilities in relation to the governance and management of the affairs of the company. The legislative intent underlying the provision is to ensure an appropriate segregation of key managerial functions and accountability within the corporate governance framework.
The appointment of the same individual as Whole-time Director and Chief Financial Officer without appointing another person to discharge the functions of Chief Financial Officer defeats the purpose underlying Section 203(1) and results in non-compliance with the statutory requirement relating to appointment of whole-time Key Managerial Personnel.
The contention that similar practice may be followed by other companies cannot confer legality upon a practice which is otherwise inconsistent with the statutory framework. Every company is independently required to ensure compliance with the provisions of the Companies Act, 2013.
Accordingly, this office is satisfied that the Company has failed to comply with the provisions of Section 203(1) and is consequently liable under Section 203(5) of the Companies Act, 2013.
It is further submitted that the Company, pursuant to a Board Resolution dated 26.03.2021, designated Shri Manish Kumar Dabkara, Managing Director, as the Officer in Default under the provisions of Section 2(60) of the Companies Act, 2013 and filed Form GNL-3 with the Registrar of Companies vide SRN ABB641577 dated 26.03.2021.
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 | EKI ENERGY SERVICES LIMITED having CIN as L74200MP2011P LC025904 | 500000 | 0 | 500000 | |
| 2 | MOHIT KUMAR AGARWAL having DIN as 09459334 | 0 | 0 | 500000 | |
| 3 | YASH JOSHI having PAN as BNBPJ6153J | 0 | 0 | 500000 | |
| 4 | ITISHA SAHU having PAN as KCZPS1660D |
0 | 0 | 500000 | |
| 5 | MANISH KUMAR DABKARA having DIN as 03496566 |
50000 | 0 | 500000 | |
| 6 | RITESH GUPTA having DIN as
00223343 |
0 | 0 | 500000 | |
| 7 | BURHANUDDIN ALI HUSAIN MAKSI WALA having DIN as 08326766 | 0 | 0 | 500000 | |
| 8 | PRIYANKA DABKARA having DIN as 08634736 | 0 | 0 | 500000 | |
| 9 | ASTHA PAREEK having DIN as 09659754 | 0 | 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 Ahmedabad 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.
Anjali Pokhriyal,
Registrar of Companies
ROC Gwalior
