Registrar of Companies (ROC), Pune, imposed penalties on a private company and its directors for violating Section 203(5) of the Companies Act, 2013, by failing to appoint a whole-time Company Secretary (CS) within the prescribed time. The company’s paid-up capital exceeded ₹10 crore on 23rd May 2023, triggering the requirement to appoint a CS within six months, i.e., by 22nd November 2023. However, the company appointed a CS only on 27th March 2024 and filed Form DIR-12 thereafter, resulting in delayed compliance. A suo moto application was filed by the company admitting the default, citing internal recruitment challenges. The ROC, after considering the facts, imposed a penalty of ₹5,00,000 on the company and ₹1,74,000 each on its three directors under Section 203(5) read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The order directs payment within 90 days through the MCA e-adjudication portal.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
Registrar Of Companies, PMRDA Green Building, BLOCK A, 1st & 2nd Floor, Near Akurdi Railway Station, Akurdi, Pune, Maharashtra, India, 411044
Phone: 020-27651375,020-27651378, E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/11-2025/PU/00845 | Dated:11th November 2025
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 FILT RED INDIA TECHNOLOGIES PRIVATE LIMITED [herein after known as Company] bearing CIN U72900PN2022FTC215665, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at CUMMINS INDIA OFFICE CAMPUS, TOWER B, 4TH FLOOR, SURVEY NO. 21, BALEWADI NA PUNE PUNE MAHARASHTRA INDIA 411045
Individual details:
In the matter relating to JACK MICHAEL KIENZLER [herein after known as individual] having DIN 09623178 and having its address at ______
In the matter relating to AVANI SAMIR SHAH [herein after known as individual] having DIN 09772573 and having its address at ______
In the matter relating to CHARLES EDWARD MASTERS [herein after known as individual] having DIN 09623194 and having its address at ______
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 company has made an application requesting adjudication of offence under section 203 of the Companies Act, 2013 in terms of Section 454 of Companies Act, 2013. As per Section 203 of Companies Act 2013 read with rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, every private Company which has a paid-up share capital of Ten Crores Rupees or more shall have a whole time Company secretary. It is submitted in the application that the Company incorporated with a subscribed paid-up capital of Rs. 15,00,000 (Rupees Fifteen Lakh Only) and has allotted 150,000 (One-Lakh Fifty Thousand) Equity shares of Rs. 10/-each to its shareholders. Subsequently, on 23rd May, 2023 (the ‘said allotment’) the Company further allotted 2,76,99,000 (Two Crore Seventy Six Lakh Ninety-Nine Thousand) Equity shares of Rs 10/- each, which exceeded the paid-up capital of the Company beyond the threshold of Rs. 10 Crore as required under the prescribed provisions of Companies Act, 2013. In terms of of Sub-Section 4 of Section 203 of the Act, the post of Company Secretary was to be filled up by the Board within a period of six months from the date of its applicability (“the prescribed time period”). This requirement for filling up the office of Whole Time Company Secretary for the Company arose with effect from the date of said allotment, and the same was to be completed within the prescribed time period, i.e., before 22′ November 2023. Further, as per Section 203(4), If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.
However, on perusal of the application for adjudication it is seen that the paid-up share capital of the Company exceeds the threshold limit on 23rd May 2023 whereas an allotment of 2,76,99,000/- Equity shares of Rs 10/- each was made and hence it was mandatory for the company to appoint whole time Company secretary of the Company within period of six months. The company has appointed Mr. Kaustubh Kishor Ratnaparkhi as Whole Time Company secretary in the Board meeting held on 27.03.2024 and, filed Form DIR 12 vide SRN AA7482790 dated 16.04.2024, which was beyond the due date.
Hence, the Company has violated the provisions of Section 203 of Companies Act 2013 read with Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for which company, every director and key managerial personnel who is default are liable for penal action.
2. The company has accepted the default and did not seek the hearing.
E. Order:
1. The company has filed a suo moto application for adjudication of the offence under section 203 of the Companies Act, 2013. The company has accepted the default arising out of the delay in appointment of Whole time Company Secretary within the prescribed time limit after exceeding the threshold limit of paid up capital of Rs. 10 Crores. The company subsequently appointed a company secretary and the relevant form DIR-12 has also been filed. The company and the officers in default have submitted that the delay in appointment was due to unforeseen internal challenges in the recruitment process.
Thus, in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts and circumstances of the case besides submissions made by the Noticee(s) and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014; as per table below for violation of section 203 of the Act:
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 | FILT RED INDIA TECHNOLOGIES PRIVATE LIMITED having CIN as U72900PN2022F TC215665 | NA | 500000 | 0 | 500000 |
| 2 | JACK MICHAEL KIENZLER having DIN as 09623178 | NA | 174000 | 0 | 500000 |
| 3 | AVANI SAMIR SHAH having DIN as 09772573 | NA | 174000 | 0 | 500000 |
| 4 | CHARLES EDWARD MASTERS having DIN as 09623194 | NA | 174000 | 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 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.
Parvez Naikwadi,
Registrar of Companies
ROC Pune
