Listed Company Penalised ₹5 Lakh for Failure to Fill Company Secretary Vacancy Within Statutory Timeframe – ROC Cuttack
Overview of the Adjudication
The Registrar of Companies, Cuttack (ROC Cuttack), acting as the Adjudicating Officer under Section 454 of the Companies Act, 2013, has issued a penalty order against PRIME CAPITAL MARKET LIMITED and its officers in default for contravening the mandatory provisions governing appointment of Key Managerial Personnel. The order, bearing Order ID: PO/ADJ/07-2026/CT/02484, was passed on 03/07/2026 and pertains to a violation of Section 203(5) of the Companies Act, 2013.
The Ministry of Corporate Affairs, through its Gazette Notification No. S.O. 831(E) dated 24/03/2015, had appointed the undersigned Registrar as the Adjudicating Officer under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, with jurisdiction to adjudge penalties for violations under the Act.
Company and Officers Involved
Company: PRIME CAPITAL MARKET LIMITED
CIN: L67120OR1994PLC003649
Registered Office: OU-640, 6th Floor, Esplanade One, Rasulgarh, P.O. Mancheswar Rasulgarh, Bhubaneswar, Khorda, Orissa – 751010
The following individuals were identified as officers in default and named as noticees in the adjudication proceedings:
- Surendra Singh – DIN: 00426299
- Sushil Kumar Purohit – DIN: 00073684
- Saroj Devi Kothari – DIN: 01312905
- Gwal Das Vyas – DIN: 01319377
- Sunil Kumar De – DIN: 05331462
Relevant Statutory Framework
Section 203(1)(ii) – Companies Act, 2013
Section 203(1)(ii) of the Companies Act, 2013 mandates that every company falling within the prescribed class or classes shall maintain the following whole-time Key Managerial Personnel:
(ii) Company Secretary
Rule 8 – Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 stipulates that:
Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.
Section 203(4) – Vacancy in KMP Position
Section 203(4) of the Companies Act, 2013 provides that:
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.
Section 203(5) – Penalty for Default
The penal provision under Section 203(5) of the Companies Act, 2013 specifies:
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.