The Registrar of Companies (ROC), Vijayawada, has imposed penalties on Three Seasons Exim Limited and its directors for non-compliance with provisions of the Companies Act, 2013. The action was taken under Section 454 of the Act, which empowers the ROC to adjudicate penalties where statutory obligations are violated. The company, bearing CIN U74900AP2014PLC095521, is registered in Andhra Pradesh with its office located at Kakinada, Guntur district. The directors named in the order are Sai Raj Jampana (DIN 06379136), Padmavathi Jampana (DIN 01468976), and Bala Gandhi Raju Jampana (DIN 01469023).
The penalty relates to non-compliance with Section 101(3) of the Companies Act, 2013, concerning the holding and documentation of general meetings. According to the inspection report, the company conducted an Extraordinary General Meeting (EGM) on 19 May 2017, but failed to send the required notice to one of its members, Mr. Upendranath Nimmagadda. Additionally, the company did not maintain proper minutes of the Annual General Meeting (AGM) in accordance with statutory requirements. Such lapses constitute a violation under Section 450, which prescribes penalties for contraventions where no other punishment is provided elsewhere in the Act.
Under Section 450, the penalties for non-compliance include a maximum of ₹2,00,000 for the company and ₹50,000 for each officer in default. In this case, ROC Vijayawada imposed a penalty of ₹2,00,000 on Three Seasons Exim Limited and ₹50,000 each on the three directors. The order requires that the penalties be paid within 90 days via the e-Adjudication facility provided by the Ministry of Corporate Affairs. It also specifies that amounts payable by directors must come from personal sources and not from company funds.
The order emphasizes procedural compliance for corporate governance, reflecting judicial precedents that reinforce directors’ responsibilities for statutory obligations. In Madhya Pradesh State Mining Corporation Ltd. v. ROC (2018), the NCLT underscored that directors remain accountable for compliance even if lapses were unintentional. Similarly, in ROC v. Gaurav Kumar Jain (2020), the Tribunal held that directors cannot evade liability for failure to maintain statutory records, reinforcing the principle that proper notice and documentation of meetings are mandatory under the Companies Act.
The ROC further directed that appeals against the adjudication may be filed with the Regional Director, RD Hyderabad, within 60 days from receipt of the order, using Form ADJ, along with a certified copy of the order. Failure to pay the penalty within the prescribed timeline may lead to additional penal consequences under Section 454(8), which can include prosecution or enhanced fines. The action highlights the regulatory emphasis on ensuring transparency, proper governance, and accountability of officers in default, with strict enforcement of statutory provisions relating to corporate meetings and record-keeping.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Vijayawada
Registrar of Companies, 29-7-33, First Floor, Vishnuvardhanarao Street,
Suryaraopet, Vijayawada, Andhra Pradesh, India, 520002
Phone: 0866-2432347 E-mail: roc.vijayawada@mca.gov.in
Order ID: PO/ADJ/08-2025/VW/00589 | Dated: 10/10/2025
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 THREE SEASONS EXIM LIMITED [herein after known as Company] bearing CIN U74900AP2014PLC095521, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 65-9-1/C , OPP GPT MEHAR NAGAR 65-9-1/C , OPP GPT MEHAR NAGAR NA KAKINADA GUNTUR ANDHRA PRADESH INDIA 533004
Individual details:
In the matter relating to SAI RAJ JAMPANA [herein after known as individual] having DIN 06379136 and having its address at 65-9-1/C, OPP GPT MEHAR NAGAR, KAKINADA 65-9-1/C, OPP GPT MEHAR NAGAR, KAKINADA EAST GODAVARI EAST GODAVARI ANDHRA PRADESH INDIA 533003
In the matter relating to PADMAVATHI JAMPANA [herein after known as individual] having DIN 01468976 and having its address at 65-9-1/C, OPP GPT MEHAR NAGAR, KAKINADA 65-9-1/C, OPP GPT MEHAR NAGAR, KAKINADA EAST GODAVARI EAST GODAVARI ANDHRA PRADESH INDIA 533003
In the matter relating to BALA GANDHI RAJU JAMPANA [herein after known as individual] having DIN 01469023 and having its address at 65-9-1/C, OPP GPT IST GATE MEHARNAGAR, KAKINADA 65-9-1/C, OPP GPT IST GATE MEHARNAGAR, KAKINADA EAST GODAVARI ANDHRA PRADESH INDIA 533003
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 – As per the inspection report the company held EGM dated 19.05.2017 for which notice has not been sent to one of the Member Mr. Upendranath Nimmagadda.
2. As per the Inspection Report the IO has observed that the company for the AGM dated 19.05.2017 has not served General Meeting notice to Mr. Upendranath Nimmagadda and further the company has not maintained Geenral Meeting minutes as per section 101 of the Companies Act,2013.
E. Order:
1. As the company violated the provisions of section 101(3) of the Companies Act,2013. Hence the penalty imposed under section 450 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 | THREE SEASONS EXIM LIMITED having CIN as U74900AP2014P LC095521 | 200000 | 200000 | 0 | 200000 |
| 2 | SAI RAJ
JAMPANA having DIN as 06379136 |
50000 | 50000 | 0 | 50000 |
| 3 | PADMAVATHI JAMPANA having DIN as 01468976 | 50000 | 50000 | 0 | 50000 |
| 4 | BALA GANDHI RAJU JAMPANA having DIN as 01469023 | 50000 | 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 Hyderabad 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.
M. Varaprasad Rao,
Registrar of Companies ROC Vijayawada
