The Registrar of Companies, Delhi, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 173(1) read with Section 450 due to failure to hold the minimum number of board meetings. The company conducted only three board meetings during the relevant period, whereas the Act mandates at least four board meetings in a year with a maximum gap of 120 days between two meetings. Although the company argued that the requirement should be assessed on a calendar-year basis and that the lapse was inadvertent, the Adjudicating Officer clarified that compliance must be evaluated on a financial-year basis, consistent with statutory filings. As per the annual return, only three meetings were held in FY 2024–25, resulting in non-compliance. While the intervals between meetings did not exceed 120 days and the default was treated as a one-time lapse, penalties were still imposed on the company and its directors. The order directed payment within 90 days, disclosure in the Board’s Report, and preserved the right to appeal.
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/12-2025/DL/01287 Dated: 24/12/2025
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, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to COMPASS GROUP (INDIA) PRIVATE LIMITED…………
Individual details:
In the matter relating to SRIKRISHNAN RAMACHANDRAN………..
In the matter relating to PARAMITA BAGCHI………
In the matter relating to VIKAS CHAWLA…………..
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 – This office is in receipt of application vide GNL-1 (SRN: N30890750) from the company for adjudication of penalties for default under Section 173(1) read with Section 450 of the Companies Act, 2013. As per the application, the following has been stated:
i. That the company has convened and held the following Board Meetings during the calendar year 2024:
? 27.03.2024
? 28.06.2024
? 30.09.2024
The immediately preceding meeting was held on 04.12.2023, and the meeting immediately succeeding 30.09.2024 was held on 17.01.2025.
ii. That as per the provisions of Section 173(1) of the Companies Act, 2013, every company is required to hold a minimum of four meetings of its Board of Directors every year in such a manner that not more than 120 days shall intervene between two consecutive meetings of the Board.
iii. It has been observed that the company held only three meetings of its Board of Directors during the calendar year 2024, as against the minimum prescribed number of four meetings under Section 173(1) of the Act.
iv. Accordingly, the company has failed to comply with the provisions of Section 173(1) of the Companies Act, 2013, thereby attracting penal provisions under Section 450 of the said Act.
v. Thus, in view of the above, the adjudicating officer has reasonable cause to believe that the company and its officers in default have not complied with the provisions of Section 173(1) read with Section 450 of the Companies Act, 2013. The company and its directors are hereby called upon to show cause as to why penal action under Section 450 of the Companies Act, 2013 should not be initiated for the violation of the provisions of Section 173(1) read with Section 450 of the Companies Act, 2013, and may submit their objections/reply, if any.
2. No e-hearing was sought by the Noticees.
E. Order:
1. i. Whereas in view of facts of the case, an e-SCN was issued on 07.11.2025, to which the reply was submitted on 20.11.2025 whereby the company accepted the non-compliance and have stated that only three Board Meetings were held during the calendar year 2024 on: 27.03.2024, 28.06.2024 and 30.09.2024. It was further submitted that the lapse of convening 04 board meetings in calendar year 2024 occurred due to inadvertent oversight and requested that lenient view may be taken.
ii. Whereas pursuant to section 173(1) of CA, 2013, every company shall hold a minimum of 4 board meetings every year. However, the Act is silent on whether 4 meetings should be held in a calendar year or a financial year. As the annual filings of the company are as per financial year, thus, the company is required to hold 04 board meetings in every financial year.
iii. Whereas as per annual return filed by the company, 04 meetings were held in F.Y. 2023-24 and 03 board meetings were held in F.Y. 2024-25. Therefore, there is non-compliance of section 173(1) of CA, 2013 for F.Y. 2024-25. Additionally, the gap between any two consecutive board meetings held in F.Y. 2023-24 and F.Y. 2024-25 did not exceed 120 days. Thus, the default is one-time in nature and thus, the penalty is imposed accordingly u/s 450 of CA, 2013 subject to the condition that the same is disclosed in the forthcoming Board Report to maintain the necessary disclosures under Corporate Governance. Further, the submission of the company granting remission in the penalty is not acceded.
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 is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provision of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
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 | COMPASS GROUP (INDIA) PRIVATE LIMITED having CIN as U55100HR1997P TC064628 | 10000 | 0 | 200000 | |
| 2 | SRIKRISHNAN RAMACHANDRA N having DIN as 08070950 | 10000 | 0 | 50000 | |
| 3 | PARAMITA BAGCHI having DIN as 09572443 | 10000 | 0 | 50000 | |
| 4 | VIKAS CHAWLA having DIN as 08389913 | 10000 | 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 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
