The Registrar of Companies (ROC), Delhi, issued an adjudication order on September 29, 2025, penalizing FLUENCE BESS INDIA Private Limited and its three officers-in-default for violating Section 175(2) of the Companies Act, 2013, read with the omnibus penalty Section 450. The violation stemmed from the company’s failure to note a circular resolution, which was passed on March 30, 2023, regarding a director’s resignation, in the immediate subsequent Board meeting held on September 29, 2023; the resolution was only noted later on December 28, 2023. The company voluntarily reported the violation via a suo-moto application. Based on this non-compliance, the ROC imposed a total penalty of Rs.2,00,000 on the company and its three directors (Shobhit Garg, Anil Bangalore Rajanna, and Dhanya Yagna Roopa). Specifically, the company was penalized Rs.99,000, and each of the three directors was penalized Rs.50,000, with the penalty on the officers-in-default directed to be paid from their personal funds. The order requires the penalty to be paid within 90 days and the company to disclose the non-compliance in its coming Board Report.
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/09-2025/DL/00701 |Dated: 29/09/2025
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 FLUENCE BESS INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999DL2022FTC392236, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at Level-5, Caddie Commercial Tower Aerocity, IGI Airport Level-5, Caddie Commercial Tower Aerocity, IGI Airport NA New Delhi New Delhi Delhi India 110037
Individual details:
In the matter relating to SHOBHIT GARG [herein after known as individual] having DIN 09462150 and having its address at A1205,12th Flr,Tower A,Saya Zenith,AhinsaKhand2, Indirapuram,Shipra Sun City, A1205,12th Flr,Tower A,Saya Zenith,AhinsaKhand2, Indirapuram,Shipra Sun City, Uttar Pradesh Uttar Pradesh India 201014
In the matter relating to ANIL BANGALORE RAJANNA [herein after known as individual] having DIN 09660117 and having its address at 522, 8th Cross, J P Nagar, 3rd Phase 522, 8th Cross, J P Nagar, 3rd Phase Karnataka Karnataka India 560078
In the matter relating to . DHANYA YAGNA ROOPA [herein after known as individual] having DIN 09661888 and having its address at H No 24, Skanda Moksh Panathur, Main Road Off Orr Kadubisana,Halli Paathur H No 24, Skanda Moksh Panathur, Main Road Off Orr Kadubisana,Halli Paathur Karnataka Karnataka India 560103
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 – It is submitted that on 30.03.2023, a Circular Resolution was passed by the Board of Directors of Company in respect of noting of resignation of a Director of the Company, the next Board Meeting of the Company was held on 22.08.2023. In accordance with Section 175(2) of the Act, the Board of Directors of the Company was required to note the said circular resolution in the Board Meeting held on 22.08.2023. However, the said circular resolution was not noted in the said meeting due to inadvertent reason.
The Company has Suo-moto applied for adjudication in e-form GNL-1 vide SRN: F94566130 dated 17.04.2024. The Adjudication Application made under section 454 of the Companies Act, 2013 for violation of section 175(2).
The company and the noticee may submit objections/reply, if any.
2. The company and its officers have not sought an opportunity of e-hearing in their reply to the e-SCN.
E. Order:
1. i. Whereas the company filed suo-moto adjudication application for non-compliances u/s 118(1), 173(1), 173(3), 175(2) and184(1) of the CA, 2013.
ii.Whereas pursuant to the facts about the case, an e-SCN was issued to the company and its officers on 29.04.2025 for the default u/s 175(2) of CA, 2013. The noticees did not submit response to the e-SCN within 15 days timeframe. A reply dated 31.05.2025 was received through e-mail whereby the company acknowledged the non-compliance. Further, due to multiple non-compliances, it was observed that there was requirement of calling some additional information in the matter and therefore, a notice u/s 206(1) was issued on 22.05.2025.
iii.Whereas the company was asked to provide the certified copy of resolution which was passed by circulation along with dispatch and delivery proof of draft resolution and approval of resolution. The documents sought were provided in the reply received on 01.07.2025.
iv.Whereas as per section 175(2), the said circular resolution passed on 30.03.2023 was required to be noted at the subsequent board meeting which was held on 29.09.2023. However, the company failed to do so, and the said circular resolution was noted in the board meeting held on 28.12.2023.
Therefore, in view of the above, it is observed that the company passed a circulation resolution on 30.03.2023 and the same was not noted in the subsequent board meeting held on 29.09.2023. This resulted in non-compliance of section 175(2) of the Act, and the penalty is levied on the officers-in-default of the company as per section 450 of the Act subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance. 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 provisions 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 | FLUENCE BESS INDIA PRIVATE LIMITED having CIN as U74999DL2022F TC392236 | 99000 | 0 | 200000 | |
| 2 | SHOBHIT GARG having DIN as
09462150 |
50000 | 0 | 50000 | |
| 3 | ANIL BANGALORE RAJANNA having DIN as 09660117 | 50000 | 0 | 50000 | |
| 4 | . DHANYA YAGNA ROOPA having DIN as 09661888 | 50000 | 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
