The Registrar of Companies (ROC), Kanpur, has issued an Adjudication Order (dated 13/10/2025) against GORDON HERBERT (INDIA) LIMITED and its three officers in default—Neeraj Kumar Singh, Mukesh Kumar Shukla, and Neeraj Kumar. The order addresses a violation of Section 177 of the Companies Act, 2013, read with Rule 6 of the Companies (Meeting of Board and its powers) Rules, 2014. The core default, identified during an inquiry directed by the Regional Director, was the company’s failure to constitute a mandatory Audit Committee for the financial years ending March 31, 2015, and March 31, 2016. The Inquiry Officer confirmed this non-compliance based on records available on the MCA21 portal, determining that the directors failed to adhere to the statutory requirements of corporate governance. Consequently, the company and its officers became liable for penal provisions under Section 178(8) of the Act.
The adjudication process commenced with a Show Cause Notice issued on June 26, 2025. As noted in the order, neither the company nor the officers in default provided any response to the notice or requested a formal hearing within the stipulated 15-day period. Based on this established default and the lack of engagement, the Adjudicating Officer proceeded to impose penalties under Section 178(8) of the Companies Act, 2013. The company, GORDON HERBERT (INDIA) LIMITED, was fined the maximum penalty of ₹5,00,000. Concurrently, each of the three officers in default—Neeraj Kumar Singh, Mukesh Kumar Shukla, and Neeraj Kumar—was individually fined the maximum penalty of ₹1,00,000. The total penalty imposed on the company and its directors for this single contravention amounts to ₹8,00,000.
The order strictly mandates that the company and the concerned officers must immediately rectify the default, which involves constituting the required Audit Committee, and ensure the payment of the total penalty amount within 90 days of receiving the order. The penalties imposed on the individual officers must be remitted from their personal sources of income using the ‘e-Adjudication’ facility available on the Ministry of Corporate Affairs website. The noticees are advised of their right to file an appeal against this order with the Regional Director, RD Noida, within a period of sixty days from the date of receipt, utilizing Form ADJ. The order concludes by citing Section 454(8), reminding the recipients of the penal consequences associated with non-payment of the fine within the prescribed time limit.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/10-2025/KN/00759 Dated: 13/10/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 178(8) 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 GORDON HERBERT (INDIA) LIMITED. [herein after known as Company] bearing CIN U72300UP1995PLC016146, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at VILLAGE GUJARTOLA, AMETHI ROAD, GAURIGANJ, NA RAIBAREILLY SULTANPUR UTTAR PRADESH INDIA 228001
Individual details:
In the matter relating to NEERAJ KUMAR SINGH [herein after known as individual] having DIN 07543006 and having its address at
In the matter relating to MUKESH KUMAR SHUKLA [herein after known as individual] having DIN 07544095 and having its address at
In the matter relating to NEERAJ KUMAR [herein after known as individual] having DIN 07548026 and having its address at
C. Provisions of the Act:
(8) In case of any contravention of the provisions of section 177 and this section, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Regional Director, NR vide letter No. TS/SEBI/ROC/2016/2395 dated 01.06.2016 directed to conduct inquiry under section 206 of the C.A, 2016. The Inquiry officer has observed from the records/documents available in the MCA21 portal that the MGT-8 filed by the Company Secretary in practice, the company has not constituted Audit Committee which is required to be constituted as per section 177 of the Companies Act, 2013 and Rule 6 of Companies (Meeting of Board and its powers) Rules, 2014 which is a violation of provisions of section 177 of the Companies Act, 2013. The report in this regard furnished to the Regional Director, Northern Region for the said noncompliance. The O/o DGCoA vide its letter.No.4/168/2019-CL-II(NR) dated 20.08.2019 has accorded the penal action under section 178 (8) of the Companies Act, 2013. Thus, it is evident that the Director has failed to comply with the provisions of section 177 of the Companies Act, 2013 and are thus liable for penal provisions under section 178(8) of the Companies Act 2013. The Company and its Directors are officers in default, as per section 2(60), of the Companies Act, 2013 and are thus liable for penal provisions.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard.
E. Order:
1. This office issued Show Cause Notice on 26.06.2025 to the company and its officer-in-default and the company failed to constitute Audit Committee as required under section 177 of the Companies Act, 2013 and Rule 6 of Companies (Meeting of Board and its powers) Rules, 2014 for the Financial Year ending 31.03.2015 & 31.03.2016. More than 15 days have expired from issue of Show Cause Notice, no response has been received till date. The company and its officer-in default have also not requested for hearing. In the said circumstances, penalty as applicable as mentioned below is being imposed upon the company as well as its officer-in default as per Section 178 (8) of the Companies Act, 2013.
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 | GORDON HERBERT (INDIA) LIMITED. having CIN as U72300UP1995P LC016146 | 500000 | 0 | 500000 | |
| 2 | NEERAJ KUMAR SINGH having DIN as 07543006 | 100000 | 0 | 100000 | |
| 3 | MUKESH KUMAR SHUKLA having DIN as 07544095 | 100000 | 0 | 100000 | |
| 4 | NEERAJ KUMAR having DIN as
07548026 |
100000 | 0 | 100000 |
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 Noida 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.
Sanjay Bose,
Registrar of Companies
ROC Kanpur
