The Registrar of Companies (ROC) in Mumbai recently issued an order regarding Ganga Care Hospital Limited and several of its officers concerning a violation of the Companies Act, 2013. The company and its representatives had filed a suo-motu application for adjudication, admitting to a failure to constitute a Nomination and Remuneration Committee. This default occurred after two Independent Directors resigned on April 12, 2019, and the committee was not reconstituted until March 23, 2021. The applicants cited the COVID-19 pandemic as the reason for the delay, stating the lapse was unintentional.
After reviewing the case and holding an e-hearing, the Adjudicating Officer determined that the application was not maintainable. The ROC noted that the violation of Section 178(8) of the Act occurred on April 12, 2019. However, the said section was decriminalized by the Companies Amendment Act, 2020, effective from December 21, 2020. Since the cause of action arose before the date of decriminalization, the ROC concluded that it lacked the authority to adjudicate the matter. The order explicitly states that the application filed by the company was not maintainable.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645, E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/09-2025/MB/00657 Dated: 17/09/2025
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 GANGA CARE HOSPITAL LIMITED [herein after known as Company] bearing CIN U85110MH2005PLC150811, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 3, Farmland, Panchsheel Square, Wardha Road, NA nagpur Nagpur Maharashtra India 440012
Individual details:
In the matter relating to GAYATHRI SATHANOOR CHANDRAMOULIESWARAN [herein after known as individual] having PAN AQSPC2418C and having its address at PLOT NO 17, BHAVYA SRI KRISHNA AVENUE, PRAGATHI NAGAR KUKATPALLY Hyd Hyderabad Telangana India 500090
In the matter relating to VARUN CHANDRAPRAKASH BHARGAVA [herein after known as individual] having DIN 00811414 and having its address at AKASHAY APARTMENT MAHARAJ BAGA ROAD,RAMDASPETH NEAR JAIN MANDIR NAGPUR Maharashtra India 440010
In the matter relating to PANAMGIPALLI RAJANI [herein after known as individual] having PAN AOTPR4230E and having its address at FLAT NO 7, BLOCK 1, NAGARJUNA HOMES NIZAMPET ROAD, KUKATPALLY HYDERABAD Telangana India 500085
In the matter relating to SANDEEP KUMAR [herein after known as individual] having DIN 08122549 and having its address at B-39, Lane 3, Avenue 9, Church Road, Shanti Kunj, Vasant Kunj, Vasant Vihar South Delhi South Delhi Delhi India 110070
In the matter relating to MADHAVI DARBHA [herein after known as individual] having DIN 03579810 and having its address at A1-707, ADITYA SUNSHINE APTS IZZAT NAGAR, KONDAPUR HYDERABAD Telangana India 500084
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 – Whereas this office is in receipt of a suo-motu Adjudication Application under section 454 of the Companies Act, 2013 filed by the Company and 5 others, namely Ms. Gayathri Sathanoor Chandramoulieswaran (Company Secretary), Mr. Varun Chandraprakash Bhargava (Managing Director), Mr. Panamgipalli Rajani (Company Secretary), Mr. Sandeep Kumar (CFO(KMP)) and Ms. Madhavi Darbha (CFO(KMP)), (hereinafter referred to as Applicants) on 21.12.2021 for violation of Section 178 of the Companies Act, 2013 on account of failure to constitute Nomination and Remuneration Committee subsequent to resignation of previous members of the Committees.
Whereas the Board of Directors had formed the Nomination and Remuneration Committee under Section 178 of the Act on 12.04.2019 consisting of 3 members including 2 Independent Directors namely Dr. Raghava Raju Penumatsa and Dr. Devabhaktuni Nirmalananda Kumar. However, the two Independent Directors resigned on the same day i.e. 12.04.2019 and thereafter, the Board of Directors failed to constitute Nomination and Remuneration Committee till 23.03.21.
Thus, the Company has violated the provisions of Section 178 of the Act and accordingly, the Company and its every officer who is default shall be liable for penalty under Section 178(8) of the Act.
2. Thus, the Adjudicating officer granted an opportunity of being heard to the Applicants under the provisions of the section 454(4) of the Act
E. Order:
1. 1.A Show Cause notice bearing ID: SCN/ADJ/05-2025/MB/01452 dated 28.05.2025 was issued to the Applicants under Section 454 read with Section 178(8) of the Act on the E-adjudication module on account of failure to constitute a Nomination and Remuneration Committee till 23.03.2021, in contravention of Section 178(1) of the Companies Act, 2013.
2.The Applicants replied to the said Show Cause Notice vide email and physical letter dated 20.06.2025. However, the same cannot be taken on record, pursuant to Rule 3A of the Companies (Adjudication of penalties) Rules, 2014.
3. Thus, the Adjudicating officer granted an opportunity of being heard to the Applicants under the provisions of the section 454(4) of the Act and an E-hearing notice bearing ID: EH/ADJ/07-2025/MB/00561 dated 03.07.2025 was issued. The said E-hearing was scheduled on 17.07.2025 at 03:20 PM (IST).
4. Mr. R. Venkata Ramana, Practising Company Secretary appeared on behalf of the Applicants during the E-hearing and submitted as follows:
(i) That the Company and its directors failed to reconstitute Nomination and Remuneration Committee in contravention of Section 178 of the Act. (ii) That the two Independent Director namely Dr. Raghava Raju Penumatsa and Dr. Devabhaktuni Nirmalananda Kumar resigned on 12.04.2019 and thereafter the Board of Director failed to constitute a Nomination and Remuneration Committee till 23.03.2021
(ii) That the delay in appointment of the Independent Directors was caused due to COVID-19 pandemic
(iii) That the said violation was not intentional and it did not cause any public injury or loss.
7. During the E-Hearing, the Adjudicating Officer informed the authorised representative of the Company that violation of Section 177(1) of the Act is punishable under Section 178(8) of the Act, which was decriminalized vide the Companies Amendment Act, 2020, with effect from 21.12.2020. In the instant case, the default was committed on 12.07.2019 and accordingly, not adjudicable, to which the authorised representative of the Company also agreed to.
8. As the cause of action arose prior to the date of decriminalisation of section 178(8) of the Act, I am of the view that the suo-motu adjudication application filed by the applicants is not maintainable.
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 | GANGA CARE HOSPITAL LIMITED having CIN as U85110MH2005P LC150811 | NA | 0 | 0 | 500000 |
| 2 | GAYATHRI SATHANOOR CHANDRAMOULI ESWARAN having PAN as AQSPC2418C | NA | 0 | 0 | 100000 |
| 3 | VARUN CHANDRAPRAK ASH BHARGAVA having DIN as 00811414 | NA | 0 | 0 | 100000 |
| 4 | PANAMGIPALLI RAJANI having PAN as AOTPR4230E | NA | 0 | 0 | 100000 |
| 5 | SANDEEP KUMAR having DIN as 08122549 | NA | 0 | 0 | 100000 |
| 6 | MADHAVI DARBHA having DIN as 03579810 | NA | 0 | 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 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
