ROC Delhi Imposes Penalty for Prolonged Delay in Company Secretary Appointment — Section 203(5) of Companies Act 2013
Background and Overview
The Registrar of Companies (ROC), Delhi, exercising adjudicatory powers under Section 454 of the Companies Act, 2013, issued a formal penalty order against a private limited company and its directors/Key Managerial Personnel (KMP) for non-compliance with Section 203(5) of the Companies Act, 2013. The violation pertained to the company's failure to appoint a whole-time Company Secretary within the six-month window mandated by statute after a vacancy arose due to resignation.
This order serves as a significant reminder to all companies falling within the mandatory appointment threshold that statutory timelines for KMP appointments are non-negotiable, and explanations based on operational transition difficulties will not automatically attract remission of penalties.
Details of the Company and Individuals Involved
The adjudication proceedings were initiated in the matter of FS INDIA DEVCO PRIVATE LIMITED, a company bearing CIN U40102DL2013PTC338399, registered under the provisions of the Companies Act, 2013/1956, with its registered office located at 808, 8th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi – 110001.
The individuals named as officers in default in the proceedings include:
- Himanshu Jangid (DIN: 08254587)
- Nitin Grover (DIN: 09746681)
- Diana Michael Sequeira (DIN: 07286067), whose address is recorded as H.No. R-102, Ramesh Park, Laxmi Nagar, East Delhi – 110092
The adjudication was carried out pursuant to the authority conferred by the Ministry of Corporate Affairs through Gazette Notification No. S.O. 831(E) dated 24/03/2015, which designated the undersigned Registrar of Companies as Adjudicating Officer under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014.
Order Reference: Order ID: PO/ADJ/04-2026/DC/01934 | Dated: 15/04/2026
Relevant Statutory Framework
Section 203 — Appointment of Key Managerial Personnel
Section 203 of the Companies Act, 2013 mandates that certain classes of companies must appoint whole-time Key Managerial Personnel, including a Company Secretary. Section 203(4) specifically requires that any vacancy in the position of a KMP must be filled within six months from the date such vacancy arises.
Section 203(5) — Penalty for Default
Section 203(5) of the Companies Act, 2013 prescribes the following penalty structure for non-compliance:
- Company: Liable to a penalty of ₹5,00,000 (five lakh rupees)
- Every director and KMP in default: Liable to a penalty of ₹50,000 (fifty thousand rupees)
- Continuing default: An additional penalty of ₹1,000 per day for each day the default continues beyond the first day, subject to a maximum cap of ₹5,00,000
Sequence of Events and Nature of Default
How the Vacancy Arose
The whole-time Company Secretary of the company, Ms. Rupa Vijay, submitted her resignation effective 01.08.2023. Upon the creation of this vacancy, the company was statutorily obligated under Section 203 of the Companies Act, 2013 to fill the position within six months, i.e., on or before 31.01.2024.