The Registrar of Companies (ROC), Delhi, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 152(6) read with Section 172 concerning the requirement of rotational directors in a public company. After converting from a private company to a public company in July 2021, the company was required to ensure that at least two-thirds of its directors (excluding independent directors) were liable to retire by rotation. However, the company had only one rotational director instead of the required two, resulting in non-compliance for 718 days until the defect was rectified through shareholder approval in July 2023. The company admitted the default, stating it occurred due to inadvertent oversight and had since been corrected. The adjudicating authority imposed penalties on the company and key managerial personnel responsible during the default period, while independent and non-executive directors were not treated as officers in default. The company was directed to pay the penalties within 90 days and may appeal before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi I
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/03-2026/DL/01743| Dated: 16/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 172 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, 20144 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to FUSION FINANCE LIMITED [herein after known as Company] bearing CIN L65100DL1994PLC061287, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at H-1, C BLOCK, COMMUNITY CENTRE, NARAINA VIHAR, NA NEW DELHI SOUTH WEST DELHI DELHI INDIA 110028
Individual details:
In the matter relating to NAMRATA KAUL
In the matter relating to RATNA DHARASHREE VISHWANATHAN
In the matter relating to KENNETH DAN VANDER WEELE
In the matter relating to DEVESH SACHDEV
In the matter relating to NARENDRA OSTAWAL
In the matter relating to PANKAJ VAISH
In the matter relating to SHOBINDER DUGGAL
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – This office is in receipt of SUO MOTO application in form GNL-1 vide SRN N29664380 from the company for adjudication of penalties for default u/s 152(6) r/w section 172 of the Companies Act, 2013. The applicant is Devesh Sachdev (Managing Director), Mr. Gaurav Maheshwari (Chief Financial Officer), Mr. Deepak Madan (Company Secretary) and the Company .As per the application, the following has been stated:
i. The company was incorporated on 05/09/1994 and was converted from a Private Limited Company into a Public Limited Company on 20.07.2021, and accordingly, the provisions of Section 152(6) of the Companies Act, 2013 became applicable to the Company.
ii. That as per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of directors (other than Independent Directors) of a Public Company are required to be directors liable to retire by rotation.
iii. That as on conversion into Public Company, the Board of Directors of the Applicant Company had only 01 rotational director, namely, Mr. Devesh Sachdev, 02 non-rotational directors and 03 independent directors. However, the company was required to have at least 02 rotational director. The Board of Directors in its meeting held on 24.05.2023, on the recommendations of the Nomination and Remuneration Committee, resolved to seek the approval of shareholders to appoint Mr. Kenneth Dan Vander Weele and Mr. Narendra Ostawal as directors liable to retire by rotation. The same was approved by shareholders on 08.07.2023.
iv. That the Company was in default of compliance with Section 152(6) from 20.07.2021 to 08.07.2023, i.e. for 718 days. Therefore, the company and its officers are asked to show cause as to why penal action should not be initiated against the company and its officers in default u/s 152(6) r/w section 172 of the Companies Act, 2013.
2. e-hearing have not been sought by the noticees.
E. Order:
1. Whereas in response to the E-SCN (SCN/ADJ/10-2025/DL/02663) issued on 16.10.2025, reply was received on 29.01.2026 wherein the company and the officer-in-default accepted the non-compliance and stated that the default occurred due to an inadvertent oversight and that the default has been rectified.
2. Therefore, in view of the above, on conversion into Public Company, it is observed that as per the Section 152(6), the company required two rotation directors, but company had only one rotational director from 20.07.2021 to 08.07.2023, with a delay of 718 days. It is noted that there is no act of omission or commission that can be attributed to them in relation to the subject default and hence, the penalty is imposed on the company and the remaining officer who is officers-in-default as per section 152(6).
3. Further, in their reply they have mentioned that in the present case, all six officers Mrs. Namrata Kaul (Independent Directors), Mrs. Ratna Dharashree Vishwanathan (Independent Director), Mr. Kenneth Dan Vander Weele (Non-executive Director), Mr. Narendra Ostawal (Ex Non-executive Director), Mr. Pankaj Vaish (Ex Independent Director), Mr. Shobinder Duggal (Ex Independent Director) are not in ‘officers in default’. Accordingly, they cannot be regarded as ‘officers in default’ within the meaning of Section 2(60) of the Companies Act, 2013, and therefore, the penalty shall not be imposed on all the said six officers hence, the question of imposing of penalty upon them does not arise.
4. Furthermore, they also submit that, as per adjudication, the penalties under Section 172 of the Act for the default committed under Section 152(6) of the Act, the penalties shall be imposed on the Company and the following officers during the period of default:
a. Devesh Sachdev, Ex Managing Director & Chief Executive Officer
b. Deepak Madaan, Ex Company Secretary
c. Gaurav Maheshwari, Ex Chief Financial Officer
5. The KMPs (Mr. Deepak Madaan and Mr. Gaurav Maheshwari) falls under the default period. Hence, penalized. The penalty of the KMPs is additionally raised to the company. The company recovers the penalty from the KMPs.
6. Whereas as per filings made by the company on MCA Registry, it is observed that for FY 2024-25, paid-up share capital & turnover of the company is Rs. 101,02,38,850/- and Rs. 23,19,76,00,000/-, respectively, and it does exceed the threshold limit prescribed u/s 2(85) read with Rule 2(1)(t) of Companies (specification of Definitions Details rules.2014. Therefore, the subject company is not covered under the purview of small companies as defined u/s 2(85) of the Act, 2013 and hence, the benefit of section 446B would not be applicable to the company.
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 | FUSION FINANCE LIMITED having CIN as L65100DL1994PL C061287 | 300000 | 200000 | 300000 | |
| 2 | NAM RATA KAU L having DIN as
00994532 |
0 | 0 | 100000 | |
| 3 | RATNA DHARASHREE VISHWANATHAN having DIN as 07278291 | 0 | 0 | 100000 | |
| 4 | KENNETH DAN VANDER WEELE having DIN as 02545813 | 0 | 0 | 100000 | |
| 5 | DEVESH
SACHDEV having DIN as 02547111 |
100000 | 0 | 100000 | |
| 6 | NARENDRA OSTAWAL having DIN as 06530414 | 0 | 0 | 100000 | |
| 7 | PANKAJ VAISH having DIN as
00367424 |
0 | 0 | 100000 | |
| 8 | SHOBINDER DUGGAL having DIN as 00039580 | 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 Delhi 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
