ROC Mumbai Penalises Chheda Jewellers Limited for Prolonged Vacancy in Company Secretary Position Under Section 203(5) of Companies Act, 2013
Overview of the Adjudication Order
The Registrar of Companies, Mumbai I, exercising adjudicatory authority under Section 454 of the Companies Act, 2013, passed a penalty order against Chheda Jewellers Limited and its key managerial personnel for failing to fill the vacancy of a whole-time Company Secretary within the statutorily prescribed timeframe. The adjudication was initiated on the basis of a suo-motu application filed by the company itself, acknowledging the default under Section 203(4) of the Companies Act, 2013. The order, bearing Order ID: PO/ADJ/07-2026/MH/02517, was issued on 09/07/2026 by the Registrar of Companies, Mumbai I.
Company and Parties Involved
Company: Chheda Jewellers Limited
CIN: U74999MH2017PLC294240
Registered Office: Shop No. 1, Ground Floor, Trinity Square, Monghibai Road, Vile Parle (East), Mumbai, Maharashtra – 400057
Officers in Default:
- Mr. Parag Kuvarji Chheda – Managing Director (DIN: 05196577)
- Mr. Suryakant Sudarshan Dawande – Chief Financial Officer (PAN: AKGPD2272B)
Legal Framework: Relevant Provisions
Section 203(1) of the Companies Act, 2013
Section 203(1) mandates that every company belonging to the prescribed class or classes shall maintain the following whole-time Key Managerial Personnel (KMP):
- Managing Director, or Chief Executive Officer or Manager, and in their absence, a whole-time director
- Company Secretary
- Chief Financial Officer
Note: The proviso under
Section 203(1)further stipulates that no individual shall simultaneously be appointed as Chairperson and Managing Director or CEO unless the articles of the company so provide, or the company does not carry on multiple businesses.
Section 203(4) of the Companies Act, 2013
Section 203(4) provides that upon the vacation of the office of any whole-time KMP, the resulting vacancy must be filled by the Board at a duly convened Board meeting within six months from the date of such vacancy.
Section 203(5) of the Companies Act, 2013 – Penal Consequences
Section 203(5) prescribes the following penalties for non-compliance:
- Company: Liable to a penalty of ₹5,00,000
- Every director and KMP in default: Liable to a penalty of ₹50,000 for the initial default, plus ₹1,000 per day for every day the default continues thereafter
- Maximum cap on continuing default penalty: ₹5,00,000 per person
Background and Factual Matrix
Timeline of Events
| Event | Date |
|---|---|
| Ms. Priyanka Nolakha appointed as Company Secretary | 12.05.2021 |
| Ms. Priyanka Nolakha resigned from the position | 31.03.2024 |
| Statutory deadline to fill the vacancy (6 months from vacancy) | 01.10.2024 |
| Mr. Suryakant Sudarshan Dawande appointed as CFO | 26.12.2024 |
| Company converted from Private Limited to Public Limited | 18.02.2025 |
| Suo-motu adjudication application filed by the company | 16.01.2026 |
| Show Cause Notice issued | 03.06.2026 |
| E-hearing conducted | 08.07.2026 |
| Ms. Juhi Gurnani appointed as whole-time Company Secretary | 01.08.2025 |
| Adjudication order passed | 09.07.2026 |
Upon the resignation of Ms. Priyanka Nolakha on 31.03.2024, the company was under a statutory obligation to fill the vacancy of the whole-time Company Secretary on or before 01.10.2024 (i.e., within six months). However, the new Company Secretary, Ms. Juhi Gurnani, was appointed only on 01.08.2025, amounting to a delay of 303 days beyond the prescribed deadline.