Background:

The Registrar of Companies, NCT of Delhi & Haryana, acting as the Adjudicating Officer, has issued a penalty order under Section 203 of the Companies Act, 2013 (“the Act”) against United Technologies Corporation India Private Limited ("the Company") and its officers. This action follows an application by the Company for adjudication of penalties related to a default in appointing a whole-time Company Secretary as required by Section 203 of the Act.

Facts of the Case:

The Company's paid-up capital increased to INR 10,56,99,990 effective 28 July 2022, triggering the requirement to appoint a whole-time Company Secretary under Section 203(1) of the Companies Act, 2013, read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the Company appointed a whole-time Company Secretary only on October 30, 2023, resulting in a default period of 458 days (from July 28, 2022, to October 29, 2023). The delay being attributed to a lack of suitable candidates for the position. In view of the same the Company filed an application for adjudication before the Registrar of Companies, NCT of Delhi and Haryana. 

Relevant Provisions:

• Section 203 of the Companies Act, 2013: Deals with the appointment of Key Managerial Personnel (KMP), including the requirement for certain classes of companies to have a whole-time Company Secretary.
• Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Specifies that every private company with a paid-up share capital of ten crore rupees or more shall have a whole-time company secretary.
• Section 203(5) of the Companies Act, 2013: Prescribes penalties for non-compliance with Section 203, including a penalty on the company and every director and KMP in default.

Adjudication of Penalty:

The Adjudicating Officer, upon due consideration, determined that the paid-up share capital of the Company exceeded ₹10 crores with effect from 28 July 2022. Consequently, the Company became statutorily obligated to appoint a Whole-Time Company Secretary in accordance with the provisions of Section 203 of the Act.

Furthermore, the Adjudicating Officer held that the Company remained in continuous default for a period of 458 days for failing to comply with the aforesaid statutory requirement. In view of the said non-compliance, penalties were imposed upon the Company as well as its officers in default, pursuant to the provisions of Section 203(5) of the Act.

Penalties Imposed:

Party	Period of Default	Penalty (INR)
United Technologies Corporation India Private Limited	458 days	5,00,000
Ashmita Sethi (Whole Time Director)	458 days	5,00,000
Rajiv Thapar (Director)	458 days	5,00,000
Paruthippara Ravindran Rema (Director)	396 days	4,45,000
Kurt Andrew Percy (Director)	458 days	5,00,000
Surinder Singh Kainth (Director)	458 days	5,00,000
Sandeep Sharma (Director)	394 days	4,43,000
Amit Pathak (Director)	110 days	1,59,000
Pankaj Anand (Director)	343 days	3,92,000
Divyesh Jamnadas Dalal (Director)	201 days	2,50,000

 

MHCO Comment:

This penalty order highlights the importance of timely compliance with the provisions of the Companies Act, 2013, regarding the appointment of key managerial personnel. Companies must ensure adherence to these requirements to avoid penalties and maintain regulatory compliance. Such penalties are extremely important to ensure corporate governance and to ensure due compliance with the provisions of the companies act and its accompanying rules.

This update was released on 07 Mar 2025.

The views expressed in this update are personal and should not be construed as any legal advice. Please contact us directly on +91 22 40565252 or legalupdates@mhcolaw.com for any assistance.

Legal Update Team
MANSUKHLAL HIRALAL & COMPANY
Advocates, Solicitors and Notaries
T: +91 22 40565252
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