The Registrar of Companies, Ahmedabad, issued an adjudication order imposing penalties under Sections 450 and 454 of the Companies Act, 2013 on Medallia India Private Limited and three of its directors for violation of Section 173. The company failed to convene a quarterly board meeting within 120 days of the previous meeting held on 25 September 2024, resulting in a delay of seven days before the next meeting on 30 January 2025. A suo-moto application was filed by the company, and a hearing was conducted on 13 August 2025. After considering the submissions, penalties were imposed on the company and directors, with amounts ranging from ₹16,000 to ₹32,000 per default, subject to statutory maximums. The officers and company are required to rectify the default and pay the penalty via the MCA e-Adjudication portal within 90 days. Appeals may be filed with the Regional Director within 60 days. The order reinforces compliance obligations regarding timely board meetings and accountability of directors.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat, India, 380013
Phone: 079-27438531
E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/12-2025/AD/01138 | Dated: 10/12/2025
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, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to MEDALLIA INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U72900GJ2020FTC112727, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO.304, 2ND & 3RD FLOOR, PRIVILON, EAST WING REGUS BUSINESS CENTER AHMEDABAD PVT LTD, SG HIGHWAY BODAKDEV AHMADABAD CITY AHMEDABAD GUJARAT INDIA 380054
Individual details:
In the matter relating to SATISH KAITHAKUZHIMELEVEETIL _______________
In the matter relating to DANIEL EDWARD MADDEN _______________
In the matter relating to THOMAS FLETCHER POULK _______________
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 – The company has filed a suo-moto application in GNL-1 vide SRN N30143879 dated 09.04.2025 under section 454 of the Companies Act, 2013 for default committed by the company and 03 directors Mr. SATISH KAITHAKUZHIMELEVEETIL, Mr. DANIEL EDWARD MADDEN and THOMAS FLETCHER POULK for violation of Section 173 of the Companies Act, 2013 wherein it is submitted that during the year 2024, the company conducted three board meetings respectively on 06th March, 2024, 28th June 2024 and 25th September 2024. Due to the unavailability of the Directors, the company could not conduct the Board Meeting in the quarter October-December 2024 within 120 days of its previous meeting held on 25th September 2024. The subsequent Board Meeting of the company was held on 30th January 2025 with a gap of 127 days from the date of the previous meeting of the Board which was held on 25th September 2024. Hence, there was delay of 7 days in convening the subsequent Board meeting, which was eventually held on 30th January 2025. Therefore the default reckoned from 23.01.2025 to 29.01.2025 (07 days). Physical copy of application received in this office on 17.04.2025.
2. Hearing was conducted on 13.08.2025 in term of Section 454(4) of the Companies Act, 2013 read with Rules made thereunder after receipt of suo-moto application
E.Order:
1. Below mentioned Officers and Company have committed the default of Section 173 of the Companies Act, 2013, accordingly penalty is being imposed under Section 450 of the Companies Act, 2013 after considering the submission made the company/officers /representative of company and officer
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 | MEDALLIA INDIA PRIVATE LIMITED having CIN as U72900GJ2020F TC112727 | 32000 | 0 | 400000 | |
| 2 | SATISH KAITHAKUZHIME LEVEETIL having DIN as 08496856 | 32000 | 0 | 100000 | |
| 3 | DANIEL EDWARD MADDEN having DIN as 08726154 | 16000 | 0 | 50000 | |
| 4 | THOMAS FLETCHER POULK having DIN as 10868593 | 16000 | 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 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].
F6. or penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
