The Registrar of Companies (ROC), Mumbai-I, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 203(4), which mandates filling a vacancy of whole-time key managerial personnel within six months. The company failed to appoint a Company Secretary within the prescribed timeline after the resignation of the previous incumbent on 22.05.2021, resulting in a delay of 71 days, with the new appointment made on 01.02.2022. The company cited COVID-19 disruptions and healthcare obligations as reasons for the delay, but the ROC held that statutory compliance requirements remain mandatory. Independent directors were excluded from liability based on records, while two directors were treated as officers in default. Accordingly, a penalty of ₹5,00,000 was imposed on the company, and ₹1,20,000 each on the defaulting directors. The order reinforces strict compliance with timelines for appointing key managerial personnel under the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/03-2026/MH/01744 | Dated: 17/03/2026
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 ALPS HOSPITAL LIMITED [herein after known as Company] bearing CIN U85191MH2014PLC255294, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 401, 4TH FLOOR, MAN EXCELLENZA, S. V. ROAD, VILE PARLE (WEST), NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400056
Individual details:
In the matter relating to MANISH KUMAR GOYAL________________
In the matter relating to VANDANA RAMESH PAKLE________________
In the matter relating to MRADUL KAUSHIK________________
In the matter relating to MANOJ AJMERA________________
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 – Whereas this office is in receipt of a suo-motu Adjudication Application under section 454 of the Companies Act, 2013 filed by the Company, Ms Vandana Ramesh Pakle (Director) and Dr. Mradul Kaushik (Director) (Hereinafter referred to as the Applicants) on 14.10.2025 on account of delay in appointment of Company Secretary in contravention of Section 203 of the Companies Act, 2013.
Whereas Section 203 (1) and 203(4) of the Act reads as follows,
(1)Every company belonging to such class or classes of companies as may be prescribed shall have the following whole- time key managerial personnel,?
(i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;
(ii) company secretary; and
(iii) Chief Financial Officer :
Provided that an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless,
(a) the articles of such a company provide otherwise; or
(b) the company does not carry multiple businesses:
Provided further that nothing contained in the first proviso shall apply to such class of companies engaged in multiple businesses and which has appointed one or more Chief Executive Officers for each such business as may be notified by the Central Government.
(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.
Whereas the Applicants stated that Mr. Sharad Panwar, Company Secretary resigned from the post of whole time Company Secretary with effect from 22.05.2021.
Under the aforementioned provision of the Act, the Company was required to appoint whole time Company Secretary on or before 22.11.2021. However, the Company appointed Ms. Prachi Singh as the Company Secretary with effect form 01.02.2022 with delay of 71 days. Thus, the Company and every director and key managerial personnel of the company who is in default shall be liable for penalty under Section 203(5) of the Act.
2. The Noticees requested for an E- hearing. Acceding to the request, an opportunity of being heard was accorded to them by the Adjudicating Officer under the provisions of Section 454(4) on 02.02.2026
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/01-2026/MB/03413 dated 06.01.2026 was issued to the Company and its Officers in default namely Ms VANDANA RAMESH PAKLE (Director), Dr. MRADUL KAUSHIK (Director), Mr. MANISH KUMAR GOYAL (Director), Mr. MANOJ AJMERA (Director) (hereinafter referred to as the Noticees) under Section 454 read with Section 203(5) for default under Section 203(4) of the Act.
B. The noticees submitted their reply on 20.01.2026 on E-adjudication portal and submitted that:
i. The period immediately following the resignation of earlier whole time Company Secretary coincided with the second wave of the COVID-19 pandemic.
ii. The entire management and operational focus of the Company was directed towards providing medical treatment to COVID-19 patients as part of essential healthcare services.
iii. The delay in appointment of whole time Company Secretary was purely inadvertent and due to exceptional circumstances and not deliberate.
iv. Mr. Manish Kumar Goyal (DIN: 01138284) and Mr. Manoj Ajmera (DIN: 09280777) were the Independent Directors of the Company at the relevant time and requested for not to be treated as Officers in default under Section 2(60) of the Act.
C. The Noticees requested for an E- hearing. Acceding to the request, an opportunity of being heard was accorded to them by the Adjudicating Officer under the provisions of Section 454(4) on 02.02.2026 at 03:11 PM (IST). In this regard, a notice bearing ID: EH/ADJ/01-2026/MB/01147 dated 28.01.2026 was issued.
D. CS Narottam Nandkishore Bagaria, Practicing Company Secretary, has attended the E-hearing on behalf of all the noticees and reiterated the written reply.
E. On perusal of the said Suo Motu Adjudication Application, it is observed that under the provisions of Section 203(4) of the Act the Company was required to appoint whole time Key Managerial Personnel within a period of six months from the vacancy that is on or before 22.11.2021. However, Ms. Prachi Singh as the Company Secretary with effect form 01.02.2022 with delay of 71 days.
F. The period of default is considered from 23.11.2021 to 01.02.2022 that is 71 days. As per the E-form DIR-12 vide SRN T54468558 dated 15.10.2021 available on MCA portal, Mr. MANISH KUMAR GOYAL (Director) and Mr. MANOJ AJMERA Officer in default under Section 2(60) of the Act and no penalty shall be imposed on them. Accordingly, the Company shall be liable for penalty of Rs. 5,00,000/- (Rupees Five Lakhs only) and every officer of the company who is in default namely Ms VANDANA RAMESH PAKLE (Director), Dr. MRADUL KAUSHIK (Director) shall be liable for the penalty of Rs. 50,000/-(Rupees Fifty Thousand only) for first default and Rs. 1000/- per day for further 70 days aggregating to Rs.1,20,000 /(Rupees One Lakhs Twenty Thousand only) each subject to maximum penalty of Rs. 5,00,000/- (Rupees Five Lakhs only) under Section 203(5) of the Act.
G. The Company does not fall under the proviso of Section 2(85) of the Companies Act, 2013.
H. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose a penalty of Rs.5,00,000/- (Rupees Five lakhs only) on the Company and Rs. 1,20,000/- (Rupees One Lakhs Twenty Thousand only) each on Ms VANDANA RAMESH PAKLE (Director) and Dr. MRADUL KAUSHIK (Director) for default under Section 203(4) of the Act.
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 | ALPS HOSPITAL LIMITED having CIN as U85191MH2014P LC255294 | NA | 500000 | 0 | 500000 |
| 2 | MANISH KUMAR GOYAL having DIN as 01138284 | NA | 0 | 0 | 500000 |
| 3 | VANDANA RAMESH PAKLE having DIN as 01974866 | NA | 120000 | 0 | 500000 |
| 4 | MRADUL
KAUSHIK having DIN as 06977798 |
NA | 120000 | 0 | 500000 |
| 5 | MANOJ AJMERA having DIN as 09280777 | NA | 0 | 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
