The Registrar of Companies, Pune, imposed penalties under Section 204(4) of the Companies Act, 2013 for failure to appoint a Secretarial Auditor for the financial year 2022–23. The company, after becoming a subsidiary of a public company and crossing the prescribed turnover threshold, was statutorily required to conduct a secretarial audit and annex the report to its Board’s Report. However, due to management changes post-acquisition, the company failed to comply, though it later appointed an auditor for FY 2023–24 and admitted the default through a suo motu application. Despite seeking leniency, the authority held that statutory compliance is mandatory and cannot be waived due to internal issues. Consequently, a penalty of ₹2,00,000 was imposed on the company and each defaulting officer. The order underscores strict enforcement of corporate governance requirements and accountability of directors for compliance failures.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
PCNTDA Green Building, BLOCK A, 1st & 2nd Floor , Near Akurdi Railway Station, Akurdi, Pune, Maharashtra, India,
411044
Phone: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/03-2026/PU/01899 Dated: 27/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 204(4) 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 COFORGE BUSINESS PROCESS SOLUTIONS PRIVATE LIMITED [herein after known as Company] bearing CIN U72200PN2001PTC204300, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at SHANTI ONE IT PARK, SECOND FLOOR, S. NO 206A/1, FP NO. 88/4, NAGAR ROAD, NEXT TO AGA KHAN PALACE, PUNE, MAHARASHTRA 411006 PUNE PUNE CITY PUNE MAHARASHTRA INDIA 411001
Individual details:
In the matter relating to KEVIN ROBERT SULLIVAN ——-
In the matter relating to AJAY KALRA ——
In the matter relating to MANISH KUMAR SARRAF —–
In the matter relating to SUDHIR SINGH ——
In the matter relating to SAURABH GOEL ——
In the matter relating to PANKAJ KHANNA ——
In the matter relating to JUDE ALLAN SCHRAMM ——
In the matter relating to JOHN PAUL BURNS ——
In the matter relating to MARYBETH CICORA MCMANUS ——
In the matter relating to MADHUSUDAN HEGDE PADMANABH ——-
In the matter relating to GAUTAM SAMANTA ——
C. Provisions of the Act:
(4) If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be liable to a penalty of two lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company vide Form GNL-1 vide SRN N14000491 has filed a suomoto Application for adjudication of offense under Section 454 of the Companies Act, 2013 for the violation of Section 204 of the Act. In the application it is submitted that the company was Private limited till 18.04.2021 and become subsidiary of a public limited company w.e.f 19.04.2021. Further, in terms of explanation of Sub-Rule (2) of Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 paid up share capital, turnover or outstanding loans or borrowings as the case may be, existing on the last date of latest audited financial statement shall be taken into account for the purpose of determining applicability of Section 204 of the Companies Act, 2013. Therefore, the Company was required to appoint Secretarial Auditor, in terms of the provisions of Section 204 of the Companies Act, 2013 the financial year ended on March 31, 2023 since its turnover exceeded threshold limit as on March 31, 2022. The Company was unable to appoint
Secretarial Auditor for the financial year ended on March 31, 2023 on account of applicability by virtue of being subsidiary of Public Limited Company and there were frequent changes in the management after acquisition of shares by Corfoge Limited. The Board of Directors of the company at its meeting held on January 19, 2024 appointed Secretarial Auditor for the financial year ended on March 31, 2024, thereby the default has been made good. The company has neither conducted the secretarial audit in the financial year 2022-23 not annexed a Secretarial Audit Report with Board Report in terms of section 204 of the act for which a company or any officer of the company or the company secretary in practice, are liable for penal action u/s 204(4) of the Act.
2. The company had requested for an opportunity of hearing for pleading the case.
E. Order:
1.
(i) The company vide Form GNL-1 vide SRN N14000491 has filed a suo-moto Application for adjudication of offense under Section 454 of the Companies Act, 2013 for the violation of Section 204 of the Act. The company in the application has submitted that the Company was unable to appoint Secretarial Auditor for the financial year ended on March 31st, 2023, on account of applicability by virtue of being subsidiary of Public Limited Company and there were frequent changes in the management after acquisition of shares by Corfoge Limited. Accordingly, an adjudication notice No. SCN/ADJ/12-2025/PU/03266 was issued to the company and officers in default, who, pursuant to the notice, have submitted combined reply.
(ii) In the replies, the noticees have submitted that the company has voluntarily filed a suo moto application wherein the company has admitted and accepted the defaults committed. The company requested to take a lenient view in the matter and impose minimum fine on the Company and its officers in default for non-compliance of the provisions of section 204(1) of the Act. The company had also requested for a hearing. Accordingly, a notice for e-hearing pursuant to show cause notice dated 30/12/2025 was issued on 31.01.2026, however, no one attended the said e-hearing.
(iii) The company has suo-moto filed an application and for adjudication of offense under Section 454 of the Act and also accepted the non-compliance in its reply. As per the available record, the Company was required to appoint Secretarial Auditor, in terms of the provisions of Section 204 of the Companies Act, 2013 the financial year ended on March 31, 2023 since its turnover exceeded threshold limit as on March 31, 2022, however, failed to appoint Secretarial Auditor.
(iv) Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the replies submitted in response to the notice issued, I hereby impose the penalty on the noticee for violation of Rule 8 (3) of Companies (Registration Offices and Fees) Rules, 2014 punishable under section 450 of the Act as under.
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 | COFORGE BUSINESS PROCESS SOLUTIONS PRIVATE LIMITED having CIN as U72200PN2001P TC204300 | The company to take necessary action in terms of applicable provisions of the Act. | 200000 | 0 | 200000 |
| 2 | KEVIN ROBERT SULLIVAN having DIN as 02469995 |
200000 | 0 | 200000 | |
| 3 | AJAY KALRA having DIN as 03157214 | 200000 | 0 | 200000 | |
| 4 | MANISH KUMAR SARRAF having DIN as 06415662 |
200000 | 0 | 200000 | |
| 5 | SUDHIR SINGH having DIN as 07080613 | 200000 | 0 | 200000 | |
| 6 | SAURABH GOEL having DIN as 08589223 | 200000 | 0 | 200000 | |
| 7 | PANKAJ KHANNA having DIN as 09157176 | 200000 | 0 | 200000 | |
| 8 | JUDE ALLAN SCHRAMM having DIN as 08498904 |
200000 | 0 | 200000 | |
| 9 | JOHN PAUL BURNS having DIN as 09364914 | 200000 | 0 | 200000 | |
| 10 | MARYBETH CICORA MCMANUS having DIN as 09546641 |
200000 | 0 | 200000 | |
| 11
|
MADHUSUDAN HEGDE PADMANABH having DIN as 09842574 |
|
200000
|
0
|
200000
|
| 12 | GAUTAM SAMANTA having DIN as 09157177 | 200000 | 0 | 200000 |
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 Navi 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.
Parvez Naikwadi,
strong>Registrar of Companies
ROC Pune
