The Registrar of Companies (ROC), Kanpur, issued an Adjudication Order (dated 13/10/2025) against GORDON HERBERT (INDIA) LIMITED and its three officers in default—Neeraj Kumar Singh, Mukesh Kumar Shukla, and Neeraj Kumar—for failing to comply with the Companies Act, 2013. The contravention specifically involved Section 149(4), which requires the appointment of an Independent Director. Based on an inquiry directed by the Regional Director, the Inquiry Officer observed that the company had not appointed any Independent Director as required under the Act for the financial years ending March 31, 2015, and March 31, 2016. This default rendered the company and its directors liable for penal action under Section 172 of the Act, which covers general penalties for non-compliance within the Chapter related to Directors.
The ROC proceeded with the adjudication process after the company and its officers failed to respond to the Show Cause Notice issued on June 26, 2025, and did not request a hearing. Citing the non-response and the established default, the Adjudicating Officer imposed the maximum permissible penalty under Section 172. The company, GORDON HERBERT (INDIA) LIMITED, was fined the maximum limit of ₹3,00,000. Concurrently, the three officers in default were individually fined the maximum limit of ₹1,00,000 each. This resulted in a total penalty of ₹6,00,000 imposed on the company and its officers for the failure to comply with the statutory requirement regarding Independent Director appointments.
The order mandates that the company and the concerned officers must rectify the default immediately and ensure payment of the respective penalty amounts within 90 days of receiving the official order. All penalties imposed on the officers must be paid from their personal sources of income via the Ministry of Corporate Affairs’ ‘e-Adjudication’ facility. Furthermore, the order informs the noticees that they retain the right to file a written appeal against the adjudication within sixty days from the date of receipt of the order, to the Regional Director, RD Noida, using Form ADJ. Non-payment of the penalty within the prescribed timeframe will attract further penal consequences as outlined in Section 454(8) of the Companies Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/10-2025/KN/00757 Dated: 13/10/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 GORDON HERBERT (INDIA) LIMITED. [herein after known as Company] bearing CIN U72300UP1995PLC016146, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at VILLAGE GUJARTOLA, AMETHI ROAD, GAURIGANJ, NA RAIBAREILLY SULTANPUR UTTAR PRADESH INDIA 228001
Individual details:
In the matter relating to NEERAJ KUMAR SINGH [herein after known as individual] having DIN 07543006 and having its address at
In the matter relating to MUKESH KUMAR SHUKLA [herein after known as individual] having DIN 07544095 and having its address at
In the matter relating to NEERAJ KUMAR [herein after known as individual] having DIN 07548026 and having its address at
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Regional Director, NR vide letter No. TS/SEBI/ROC/2016/2395 dated 01.06.2016 directed to conduct inquiry under section 206 of the C.A, 2016. The Inquiry officer has observed from the records/documents available in the MCA21 portal that the MGT-8 the company has not appointed any Independent director which is required as per section 149 of the Companies Act, 2013 which is a violation of provisions of section 149 (4) of the Companies Act, 2013. The report in this regard furnished to the Regional Director, Northern Region for the said noncompliance. The O/o DGCoA vide its letter.No.4/168/2019-CL-II(NR) dated 20.08.2019 has accorded the penal action for
the said defualt. Thus, it is evident that the Director has failed to comply with the provisions of section 149(4) of the Companies Act, 2013 and are thus liable for penal provisions under section 172 of the Companies Act 2013. The Company and its Directors are officers in default, as per section 2(60), of the Companies Act, 2013 and are thus liable for penal provisions.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard.
E. Order:
1. This office issued Show Cause Notice on 26.06.2025 to the company and its officer-in-default for failure to appoint Independent Director as required under section 149 of the Companies Act, 2013 read with Rule 4 & 5 of Companies (Appointment and Qualifications of Directors) Rule, 2014 for the Financial Year ending 31.03.2015 & 31.03.2016. More than 15 days have expired from issue of Show Cause Notice, no response has been received till date. The company and its officer-in default have also not requested for hearing. In the said circumstances, penalty as applicable as mentioned below is being imposed upon the company as well as its officer-in default as per Section 172 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 | GORDON HERBERT (INDIA) LIMITED. having CIN as U72300UP1995P LC016146 | 300000 | 0 | 300000 | |
| 2 | NEERAJ KUMAR SINGH having DIN as 07543006 | 100000 | 0 | 100000 | |
| 3 | MUKESH KUMAR SHUKLA having DIN as 07544095 | 100000 | 0 | 100000 | |
| 4 | NEERAJ KUMAR having DIN as
07548026 |
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 Noida 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.
Sanjay Bose,
Registrar of Companies
ROC Kanpur
