₹25 Lakh Penalty Imposed for Failure to Appoint Mandatory Company Secretary

The Registrar of Companies, Coimbatore has passed an adjudication order imposing penalties for violation of Section 203(5) of the Companies Act, 2013 due to failure to appoint a whole-time Company Secretary. The company, having a paid-up capital of ₹24.50 crore—well above the statutory threshold of ₹10 crore—was mandatorily required to appoint a qualified Company Secretary but remained non-compliant since FY 2014–15. Although the company sought the benefit of reduced penalties applicable to small companies under Section 446B, this plea was rejected after it was found to be a subsidiary company. Consequently, a penalty of ₹5 lakh was imposed on the company and on each officer in default, except one director against whom proceedings were dropped due to death. The order directs rectification of the default and payment of penalties within 90 days, failing which further consequences under the Act may follow.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Coimbatore
Registrar Of Companies, No.7, AGT Business Park, I Floor, Phase II, Avinashi Road, Civil Aerodrome Post, Coimbatore,
Tamil Nadu, India, 641014
Phone: (0422) -2629640,2628170
Fax: 0422-2628089
E-mail: roc.coimbatore@mca.gov.in

Order ID: PO/ADJ/01-2026/CB/01451 Dated: 21/01/2026

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 HI-TECH UNIVERSAL PRINTERS AND PUBLISHERS INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U22110TZ2001PTC009954, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FERNHILL OOTACAMUND THE NILGIRIS FERNHILL UDHAGAMANDALAM NILGIRIS TAMIL NADU INDIA 643004

Individual details:

In the matter relating to PRADEESH LAWRENCE ——–

In the matter relating to THOMAS . ——-

In the matter relating to . ELSAMMA THOMAS ——-

In the matter relating to JULIE PRADEESH ——

In the matter relating to . JACOB THOMAS ——-

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 – Company has not appointed whole time Company Secretary since 2014-15.

2. Company has a paid up capital of Rs. 24.50 Crores which is more than the threshold of Rs. 10 Crores as prescribed in section 203 of Companies Act 2013 which mandates appointment of a qualified full time Company Secretary to the Company. However the Company has failed to appoint a Company Secretary as mandated under section 203 which renders the Company and all the Officers in Default liable for penal action under section 203 of Companies Act 2013. The Company has voluntarily requested for initiating adjudication proceedings and hence this physical hearing is conducted.

E. Order:

1. It is established that the Company has failed to appoint a Company Secretary as mandated under section 203 of Companies Act 2013 and hence penalties as prescribed under section 203 will be imposed on the Company and Officers in default. The Company has represented that it is a Small Company as defined under section 2(85) of Companies Act 2013 and sought for lesser penalties as envisaged under section 446B of Companies Act 2013. The financials of the Company were analysed and it is observed that though the Turn Over of the Company was less than Rs. 40 Crores in the preceding financial year, the Company is a subsidiary of another Company. Hence the representation given by the Company cannot be considered and a penalty of Rs. 5.0 Lakhs is imposed on the Company and all the Officers in default except Mr Thomas whose death certificate is submitted by the Company.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

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 Chennai 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.

Vairamuthu Nagarajan,
Registrar of Companies
ROC Coimbatore