The Registrar of Companies, Gwalior, imposed penalties under Section 454 of the Companies Act, 2013 for violation of Section 203 concerning mandatory appointment of a whole-time Company Secretary. The company, having the prescribed paid-up capital threshold, failed to appoint a Company Secretary from June 2014 until it entered CIRP proceedings, thereby breaching statutory requirements under Section 203 read with Rule 8A. Despite being given an opportunity of hearing, the directors did not appear, and the adjudication proceeded based on available records. Considering the prolonged period of default, the adjudicating authority levied a penalty of ₹5 lakh each on the defaulting directors. The order directs rectification and payment within 90 days, failing which further consequences may follow. The ruling underscores strict enforcement of corporate governance norms and emphasizes the mandatory nature of appointing key managerial personnel in eligible companies.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Gwalior
Registrar Of Companies, 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh, India, 474009
Phone: 0751-2321907
Fax: 0751-2631853
E-mail: roc.gwalior@mca.gov.in
Order ID: PO/ADJ/03-2026/GL/01819 Dated: 25/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 203(5) 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 DHANLAXMI SOLVEX PRIVATE LIMITED [herein after known as Company] bearing CIN U15141MP2006PTC018304, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 201, BANSI PLAZA, 581 M.G. ROAD, NA INDORE MADHYA PRADESH INDIA 452001
Individual details:
In the matter relating to RAJENDRA MANGLANI ——-
In the matter relating to SATISH MANGLANI ——-
C. Provisions of the Act:
If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The adjudication of the company DHANLAXMI SOLVEX PRIVATE LIMITED (CIN: U15141MP2006PTC018304) under section 454 of the Companies Act 2013 for Adjudication of Penalties for Non-compliance of Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the inspection of books of accounts and records of the company, it is observed that the company failed to appoint Company Secretary on its board for the period from 09.06.2014 till company went into CIRP Proceedings, while in compliance of Section 203 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which states as under: –
? Every private company which has a paid-up share capital of ten crore rupees or more shall have a whole-time company secretary.? Earlier the said limit was Rs. 5 Crore. Therefore, the directors of the company in default have violated Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
2. As per the adjudication sanction after the inspection of the company, the matter has been taken up and opportunity of being heard has been given to the applicants on 27.02.2026.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/12-2025/GL/03161 dated 22.12.2025 was issued to its Officers in default (hereinafter referred to as the notices) under Section 454 read with Section 203 of the Companies Act, 2013. The company is under liquidation.
B. In Inspection report, IO has marked the violation of section 203 of Companies Act, 2013, accordingly the matter has been taken up and an opportunity of being heard was granted by the Adjudicating Officer to its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 27.02.2026 at 02:00 PM (IST) and notice bearing ID: EH/ADJ/02-2026/GL/01162 dated 02.02.2026 was issued. No directors and its authorised representative had appeared in the hearing.
C. The adjudication of the company DHANLAXMI SOLVEX PRIVATE LIMITED (CIN: U15141MP2006PTC018304) under section 454 of the Companies Act 2013 for Adjudication of Penalties for Non-compliance of Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the inspection of books of accounts and records of the company, it is observed that the company failed to appoint Company Secretary on its board for the period from 09.06.2014 till company went into CIRP Proceedings, while in compliance of Section 203 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which states as under: – Every private company which has a paid-up share capital of ten crore rupees or more shall have a whole-time company secretary. Earlier the said limit was Rs. 5 Crore. Therefore, the directors of the company in default have violated Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
D. The period of default is considered from 09.06.2014 to 02.04.2019. Accordingly, If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 5,00,000/- (Rupees Five Lakh) on its Officers in default under Section 203 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 | RAJENDRA MANGLANI having DIN as 00326307 |
500000 | 0 | 500000 | |
| 2 | SATISH MANGLANI having DIN as 00585162 |
500000 | 0 | 500000 |
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].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Anjali Pokhriyal,
Registrar of Companies
ROC Gwalior
