The Registrar of Companies, Ahmedabad, imposed penalties on a company and its Managing Director under Section 203(5) of the Companies Act, 2013, for failing to appoint a whole-time Company Secretary within the prescribed period. Following the resignation of the previous Company Secretary on 31st July 2023, the company was required to fill the vacancy within six months, by 31st January 2024. However, the appointment was delayed until 8th May 2025, resulting in a 462-day default. The company filed a suo-moto adjudication application, with the Managing Director taking responsibility. Consequently, the company and the director were each fined ₹5,00,000. The order requires payment through the MCA e-Adjudication portal within 90 days, with personal liability for the director. Appeals may be filed with the Regional Director within 60 days. This case highlights the critical importance of timely compliance with key managerial personnel requirements under the Companies Act.
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/01038 | Dated: 02/12/2025
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 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:
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 – The company has filed GNL-1 vide SRN AB5699957 dated 28.07.2025 in the matter of Suo moto adjudication application 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 has defaulted in compliance with the provisions of section 203 of The Companies Act, 2013 for lapse in appointment of a Company Secretary on whole time basis as Key Managerial Person. It was pointed out that CS Deang Prajapati resigned from post of company secretary w.e.f. 31/07/2023 and consequent to his resignation, in terms of provisions of section 203 (4) of the companies Act, 2013, it was necessary to fill up the vacancy within six months from the date of such vacancy. Therefore, the company was required to appoint a new company Secretary on or before 31/01/2024. However, the company appointed CS Nakul Patel as company Secretary on 08/05/2025 which resulted in delay of 462 days. The default period from 31.01.2024 to 08.05.2025. The penal provisions for violation of Section 203 of the Companies Act, 2013 are provided in section 203(5) of the Companies Act, 2013.
2. Suo-moto application filed by company and only Managing director.
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 | 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 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
To,
1. TOPSUN ENERGY LIMITED ___________
2. CHINTAN GANDABHAI PATEL __________
