The Registrar of Companies, Delhi, adjudicated penalties under Section 454 of the Companies Act, 2013 for violations of Section 184(1) relating to disclosure of directors’ interests. The matter involved failures by directors of Fluence BESS India Private Limited to submit Form MBP-1 disclosures at the first board meetings of FY 2022-23 and FY 2023-24. Although the company later submitted copies of MBP-1 forms, it was clarified that these forms had not been provided to the company at the relevant time, resulting in procedural non-compliance. An e-SCN was issued, and the company acknowledged the lapse. After reviewing submissions and additional information sought under Section 206(1), the ROC held the directors in default and imposed penalties: ₹2,00,000 on Shobhit Garg, and ₹1,00,000 each on Rupam Raja, Anil Bangalore Rajanna, and Dhanya Yagna Roopa. The officers must rectify the defaults, pay penalties within 90 days, and may file an appeal before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/11-2025/DL/00852 Dated: 13/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 184(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 FLUENCE BESS INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999DL2022FTC392236, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at LEVEL-5, CADDIE COMMERCIAL TOWER AEROCITY, IGI AIRPORT NA NEW DELHI NEW DELHI DELHI INDIA 110037
Individual details:
In the matter relating to SHOBHIT GARG [herein after known as individual] having DIN 09462150 and having its address at ______
In the matter relating to RUPAM RAJA [herein after known as individual] having DIN 09462151 and having its address at ______
In the matter relating to ANIL BANGALORE RAJANNA [herein after known as individual] having DIN 09660117 and having its address at ______
In the matter relating to . DHANYA YAGNA ROOPA [herein after known as individual] having DIN 09661888 and having its address at ______
C. Provisions of the Act:
(4) If a director of the company contravenes the provisions of sub-section (1) or subsection (2), such director shall be liable to a penalty of one lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – It is submitted that during the Financial Year 2022-23, the Company conducted its first Board Meeting on 01.04.2022 and the directors of the company, namely Mr. Shobhit Garg and Mr. Rupam Raja required to give their disclosure of Interest in other companies of body corporates in prescribed form but they failed to provide the necessary disclosure of interest. During the Financial Year 2023-24, the Company conducted its first Board Meeting on 22.08.2023 and directors of the company, namely Mr. Shobhit Garg, Mr. Anil Rajanna and Ms. Dhanya Roopa required to give their disclosure of Interest in other companies of body corporates in prescribed form but they failed to provide the necessary disclosure of Interest.
As per the provision of Section 184(1) the penalty would be imposed on the officers for the 02 Board Meetings held on dates specified above and accordingly, the penalty to be imposed on the officers is as under:
i. Shobhit Garg : 100000 x 2 = 200000
ii. Rupam Raja : 100000 x 1 = 100000
iii. Anil Rajanna : 100000 x 1 = 100000
iv. Dhanya Roopa : 100000 x 1 = 100000
The Company has Suo-moto applied for adjudication in e-form GNL-1 vide SRN : F94566718 dated 17.04.2024. The Adjudication Application made under section 454 of the Companies Act, 2013 for violation of 184 (1).
2. The company and its officers have not sought an opportunity of e-hearing in the matter.
E. Order:
1. i. Whereas the company filed suo-moto adjudication application for non-compliances u/s 118(1), 173(1), 173(3), 175(2) and184(1) of the CA, 2013.
ii. Whereas pursuant to the facts about the case, an e-SCN was issued to the company and its officers on 29.04.2025 for the default u/s 184(1) of CA, 2013. The noticees did not submit response to the e-SCN within 15 days timeframe. A reply dated 31.05.2025 was received through e-mail whereby the company acknowledged the non-compliance. Further, due to multiple non-compliances, it was observed that there was requirement of calling some additional information in the matter and therefore, a notice u/s 206(1) was issued on 22.05.2025.
iii. In its reply (copy attached with order), the company submitted the copy of MBP-1 dated 01.04.2022 filed by Rupam Raja and Shobhit Garg, and MBP-1 dated 01.04.2023 filed by Dhanya Yagna Roopa, Anil Bangalore Rajanna and Shobhit Garg. On perusal, it appeared that it is failure on part of company and its board of director for not taking note of the MBP-1 submitted by directors. An email dated 31.10.2025 was sent for clarification. The company and the directors concerned vide email dated 06.11.2025 submitted that these MBP-1 were inadvertently not submitted by them to the Company and this resulted in procedural lapse of section 184 of CA, 2013.
Therefore, in view of the above, it is observed that the directors, namely, Rupam Raja and Shobhit Garg failed to give their disclosure of interest in form MBP-1 to the company in the first board meeting of F.Y. 2022-23 and Dhanya Yagna Roopa, Anil Bangalore Rajanna and Shobhit Garg failed to give their disclosure of interest in form MBP-1 to the company in the first board meeting of F.Y. 2023-24. This resulted in non-compliance of section 184(1) of the Act, and the penalty is levied on the officers-in-default of the company as per section 184(4) of the Act subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above are only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any. Note: The officers-in-default are required to pay total penalty i.e. sum of column D & E of penalty-imposed table.
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 | SHOBHIT GARG having DIN as 09462150 | 100000 | 100000 | 100000 | |
| 2 | RUPAM RAJA having DIN as 09462151 | 100000 | 0 | 100000 | |
| 3 | ANIL BANGALORE RAJANNA having DIN as 09660117 | 100000 | 0 | 100000 | |
| 4 | . DHANYA YAGNA ROOPA having DIN as 09661888 | 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.
Seema Rath,
Registrar of Companies
ROC Delhi
