The Registrar of Companies, Ahmedabad, imposed penalties on a company and its Managing Director under Section 178(8) of the Companies Act, 2013, for non-compliance with Section 177 regarding the constitution of the Audit Committee and appointment of independent directors. The company, during internal due diligence, identified that it fell under the criteria for mandatory appointment of independent directors and Audit Committee formation as per Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2013. The default period spanned from 5th July 2017 to 31st March 2025, and compliance was rectified on 1st April 2025. The company filed a suo-moto adjudication application, and the Managing Director took responsibility. Consequently, a penalty of ₹5 lakh was imposed on the company and ₹1 lakh on the Managing Director. The order mandates payment through MCA’s e-Adjudication portal within 90 days, with personal liability for the director, and allows appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat,
India, 380013
Phone: 079-27438531
E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/12-2025/AD/01039 | Dated: 02/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 178(8) 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 TOPSUN ENERGY LIMITED [herein after known as Company] bearing CIN U31900GJ2007PLC051489, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at B – 101, GIDC ELECTRONIC ESTATE SECTOR – 25 NA GANDHINAGAR GUJARAT INDIA 382028
Individual details:
In the matter relating to CHINTAN GANDABHAI PATEL ______________
C. Provisions of the Act:
(8) In case of any contravention of the provisions of section 177 and this section, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed GNL-1 vide SRN AB5754818 dated 31.07.2025 in the matter of Suo moto adjudication application under section 177 of the Companies Act, 2013 made by M/s. Topsun Energy Limited and Mr. Chintan Gandabhai Patel, Managing Director only no other officer in default have made adjudication application. As per Suo moto adjudication application clause 7 regarding facts of case the company has stated that during internal due diligence it was pointed out that the company is falling within the criteria specified under Rule 4 of Companies (Appointment of and Qualification of Directors) Rules, 2013 (Amended as per Amendment Rules, 2017 dated 05/07/2017) for appointment of independent directors and constitution of Audit committee as per requirements of provisions of section 177 of the companies Act, 2013. To comply with the provisions of section 177 read with Rule 4, the company appointed three independent directors w.e.f. 01/04/2025 and constituted Audit Committee with two independent Directors as per provisions of the Companies Act, 2013 and started doing compliance with relevant provisions of Section 177 of The Companies Act, 2013. Thus, default was from the date of applicability of notification of Rule 4 and continued from 05.07.2017 to 31/03/2025 and the default was made good on 01/04/2025. The penal provisions of Section 178(8) of the Companies Act, 2013.
2. Suo-moto application filed by company and only Managing director.
E. Order:
1. As per the provisions of Companies 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 | TOPSUN ENERGY LIMITED having CIN as U31900GJ2007P LC051489 | 500000 | 0 | 500000 | |
| 2 | CHINTAN GANDABHAI PATEL having DIN as 01660438 | 100000 | 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 Ahmedabad 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.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
