The order is an adjudication under Section 454 of the Companies Act, 2013 for violation of Section 203(5) concerning the non-appointment of a Whole-time Company Secretary by CHONGQING JIELI INDIA PRIVATE LIMITED. The inquiry reported that the company, having a paid-up share capital of ₹40 crore, was required to appoint a Whole-time Company Secretary under Section 203 read with Rule 8A of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 but did not do so from 21.10.2019 to 29.12.2022. The company admitted the violation, stated that a Company Secretary was appointed on 30.12.2022, and submitted that the default occurred due to circumstances beyond its reasonable control. The company and its officers opted not to seek an e-hearing. The Registrar of Companies, Bangalore held that the company was not a small company under Section 2(85), making Section 446B inapplicable, and imposed a penalty of ₹5,00,000 each on the company and three officers in default. The order directs rectification of the default and payment of the penalties within 90 days, with a right to appeal before the Regional Director, Bangalore within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/06-2026/BL/02312 | Dated: 25/06/2026
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. 698(E) dated 10/02/2026 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 CHONGQING JIELI INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999KA2016PTC096814, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at #117, WOODSTOCK BUSINESS CENTRE, 2ND FLOOR, THE TWIN OAKS, NALLURHALLI VILLAGE, WHIT EFIELD NA BANGALORE BANGALORE KARNATAKA INDIA 560066
Individual details:
In the matter relating to GAYATHRI MUTHUKUMARAN_____
In the matter relating to ZENG PING_______
In the matter relating to ZHANG YI_______
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 – In the Inquiry Report, the IO has reported that as per section 203 of the Companies Act, 2013 r/w rule 8A of the Companies of the Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014, every private company which has a paid-up share capital of ten crore rupees or more shall have a whole -time company secretary. As per the financial statement as at 31.03.2020, the company?s paid-up capital stands at Rs. 40 crores. However, the company has not appointed a Whole-time Company Secretary from 21/10/2019 till date as required u/s 203 of the Companies Act, 2013 and the rules made thereon. Hence the company and officers have violated the provisions of the above section.
After examination, the Competent Authority has directed this office to take necessary penal action for violation of section 203 of the Act.
In view of the directions of Ministry, this office has issued SCN on 09.09.2024 to the company and its directors. Reply received from the Company:
The company has submitted reply dated 23.09.2024 and admitted the violation and submitted the adjudication application in E-form GNL-1 and stated that the company has appointed Company Secretary on 30.12.2022.
2. The company and officers in default have not asked for e-hearing as per request letter dated 10.06.2026 received through e-mail on 10.06.2026 and e-Hearing option was not provided, the order is issued based on the application, notice issued for adjudication and replies received from the company and its officers in default.
E. Order:
1. The company has filed an adjudication application on the basis of violation reported by IO during the Inquiry conducted u/s 206(4) of the Act and admitting violation of section 203 of the Companies Act, 2013 wherein it was submitted that “failure to appoint Whole time Company Secretary for the period 21.10.2019 to 29.12.2022”.
Pursuant to the adjudication application filed by the company, show cause notice dated 15.05.2026 was issued to the company and its officers in default through e-Adjudication module 15.05.2026, through speed post on 20.05.2026 and by email dated 23.05.2026 to the foreign directors. The Company and Officer in default have submitted reply on the e-Adjudication portal on 27.05.2026 stating, inter alia, that that the default occurred purely on account of circumstances beyond the reasonable control of the Company and its management and not due to any deliberate or mala fide intention.
Further, the company and its officers in default have opted for no e-hearing as per request letter dated 10.06.2026 received through e-mail on 10.06.2026 in the matter and hence, the same has not been provided. This order is issued based on the application, notice for adjudication, and the replies received from the company and its officer in default.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
4. 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 | CHONGQING JIELI INDIA PRIVATE LIMITED having CIN as U74999KA2016P TC096814 | 500000 | 0 | 500000 | |
| 2 | GAYATHRI MUTHUKUMARA N . having DIN as 06902740 | 500000 | 0 | 500000 | |
| 3 | ZENG PING having DIN as 07625982 |
500000 | 0 | 500000 | |
| 4 | ZHANG YI having DIN as 07625993 |
500000 | 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 Bangalore 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.
Arvind Bunkar,
Registrar of Companies
ROC Bangalore
