The Registrar of Companies, Delhi, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 173(1) concerning the statutory time gap between Board meetings. The company failed to hold its second Board meeting within 120 days from the previous meeting held on 26 February 2024, instead convening it on 18 July 2024, resulting in a delay of 22 days. The company voluntarily filed for adjudication, admitted the default, and attributed it to inadvertent oversight while confirming that the lapse had been rectified. After considering the submission, the adjudicating authority held that the delay constituted non-compliance and imposed a penalty of ₹32,000 each on the company and its two officers in default. The order requires payment within 90 days, mandates disclosure in the Board’s report, and provides a 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/02036 | Dated: 21/04/2026
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 CDPQ INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U67190DL2016FTC290408, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 2ND FLOOR, UNIT. NO. 204,WORLDMARK 3 2ND FLOOR, UNIT. NO. 204,WORLDMARK 3 IGI AIRPORT NEW DELHI SOUTH WEST DELHI DELHI INDIA 110037
Individual details:
In the matter relating to ELYSE BEDWANI ___________
In the matter relating to PALLAVI BHARGAVA ___________
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 – Fact of the Case:
1. That in the calendar year 2024 and up to the date of execution of the application, the Company convened 4 (Four) Board meeting on the following dates:
1st board meeting dated 26th February 2024 with a gap of 97 days from the last meeting held (last Board meeting was held on 21st November 2023), 2nd board meeting dated 18th July 2024 with a gap of 143 days from the last meeting held, 3rd board meeting dated 20th August 2024 with a gap of 33 days from the last meeting, and 4th board meeting dated 4th September 2024 with a gap of 15 days from the last meeting held.
2. That the Company held its 1st (First) Board meeting for the calendar year 2024 on 26th February 2024. As per the provisions of the Act, the 2nd (Second) Board meeting was required to be held on or before 25th June 2024, which is within 120-day previous meeting. However, the Company convened its 2nd (Second) Board meeting on 18th July 2024, resulting in a delay of 23 days beyond the stipulated due date. Resultantly, the Company had made a default in conducting the Board meeting within the required time frame as per the act.
3. As per the provision of section 173, penalty to be imposed on the company and its officers is as under:
i. CDPQ INDIA PRIVATE LIMITED: 10000+1000×22=32000
ii. ELYSE BEDWANI: 10000+1000×22=32000
iii. PALLAVI BHARGAVA: 10000+1000×22=32000
4. The Company has Suo-moto applied for adjudication in e-form GNL-1 vide SRN: N22729412 dated 02.12.2024.
5. The Adjudication Application made under section 454 of the Companies Act, 2013 for violation of section 173(1).
6. The company and the noticee may submit objections/reply, if any.
2. No e-hearing have been sought by the Noticees.
E. Order:
1. 1. Whereas in view of the facts of the case, an e-SCN (SCN/ADJ/04-2025/DL/01014) u/s 173 was issued to the company and its officers on 17.04.2025 as the delay of 22 days of between two meetings. Reply was received on 02.05.2025 wherein the company and the officer-in-default accepted the non-compliance and stated that the default occurred due to an inadvertent oversight and that the default has been rectified.
2. Therefore, in view of the above, it is observed that the gap between the meetings mentioned was 22 days, exceeding the prescribed limit of 120 days as per section 173(1) of Act. Thus, the company held 1st (First) Board meeting for the calendar year 2024 on 26th February 2024. As per the provisions of the Act, the 2nd (Second) Board meeting was required to be held on or before 25th June 2024, which is within 120-day previous meeting. However, the Company convened its 2nd (Second) Board meeting on 18th July 2024, resulting in a delay of 22 days.
3. This office is only adjudicating the delay in holding the Board Meetings and not the contents / items of the Board Meeting dated 18.07.2024.
The Matter has been adjudicated as per application and reasons provided by the company in its application through e-form GNL-1 dated 02.12.2024.
If this leads to any other non-compliance following under the provision 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 provision of Companies Act.
The order is subject to the condition that the company discloses the adjudication and the reason in the Board Report of 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 | CDPQ INDIA PRIVATE LIMITED having CIN as U67190DL2016F TC290408 | 32000 | 0 | 200000 | |
| 2 | ELYSE BEDWANI having DIN as 09541205 | 32000 | 0 | 50000 | |
| 3 | PALLAVI BHARGAVA having DIN as 10390931 |
32000 | 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
