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भारत सरकार GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
कार्पोरे ट कार्य मंत्रालर्
OFFICE OF REGISTRAR OF COMPANIES,
कार्ायलर् कंर्पनीज़ रजिस्ट्र ार, जिल्ली एवं हररर्ाणा
NCT OF DELHI & HARYANA
चतुर्य तल, आई.ऍफ़.सी.आई. टॉवर, 61 नेहरू प्लेस, 4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
नई जिल्ली -110019 NEW DELHI -110019
ORDER OF PENALTY UNDER SECTION 203 OF THE COMPANIES ACT, 2013 IN
THE MATTER OF UNITED TECHNOLOGIES CORPORATION INDIA PRIVATE
LIMITED (CIN: U63000DL2008FTC270957)
1. Appointment of Adjudicating Officer: -
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II,
dated 24.03.2015 appointed Registrar of Companies, NCT of Delhi & Haryana as
Adjudicating Officer in exercise of the powers conferred by section 454(1) of the
Companies Act, 2013 (hereinafter known as Act) r/w Companies (Adjudication of
Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: -
Whereas the company namely UNITED TECHNOLOGIES CORPORATION INDIA
PRIVATE LIMITED (herein after known as ‘company’) incorporated under the
Companies Act, 1956 having its registered office as per MCA21 Registry at address
505, 506A Fifth Floor, Worldmark 2, Asset Area No 8, Aerocity, IGI Airport, New
Delhi, South West Delhi, Delhi,110037, India. The financial & other details of the
subject company for immediately preceding F.Y 2023-24 as available on MCA-21
portal is stated as under:
S. Particulars Details
No.
1. Paid up capital (INR. in Lakhs) 1,056.99
2. a. Revenue from operation (INR. in Lakhs) 16,530
b. Other Income (INR. in Lakhs) 121
c. Profit for the Period (INR. in Lakhs) 1,387
3. Holding Company YES
4. Subsidiary Company -
5. Whether company registered under Section 8 of the Act? NO
6. Whether company registered under any other special NO
Act?
Page 1 of 7
3. Facts about the Case: -
I. This office is in receipt of application on 11.07.2024 from the company and 3
other applicants for adjudication of penalties for default u/s 203 of the Act. As per the
application, the company had earlier filed an application before RD(NR) for this default.
In an order dated 06.06.2024 passed by RD(NR), it has been noted that the said
default is decriminalized. Thereafter, the representative submitted a letter dated
20.05.2024 to withdraw the compounding application and file a fresh application for
adjudication. The company has withdrawn its application filed compounding vide GNL-
F94057379.
II. As per the application, the following has been submitted:
i. That the paid-up capital of the company increased to Rs. 10,56,99,990 w.e.f.
28.07.2022 and accordingly in terms of section 203(1) of the Act r/w Rule 8A of
the Companies (Appointment and Remuneration of the Managerial Personnel)
Rules, 2014, the company was required to appoint a whole-time company
secretary on 28.07.2022.
ii. That the company could only appoint a whole-time CS on 30.10.2023 and
hence, the Company has made a default on the aforesaid provision for a period
28.07.2022 to 29.10.2023 (i.e. total period of default is 458 days).
III. Accordingly, a show cause notice for the default was issued to the company
and its officer on 13.08.2024 and a response dated 28.08.2024 was received seeking
extension of time to submit the reply. Further responses dated 27.09.2024 and
30.09.2024 were received on behalf of the company and all other noticees except for
Sh. Pankaj Anand and Sh. Amit Pathak. In these responses, it was submitted that the
company was unable to find a suitable candidate for the post and hence, it resulted in
a delay in such an appointment. Further, it was submitted that a lenient view may be
taken while levying penalty as this was their first contravention of appointment of
whole-time CS.
IV. The non-executive directors, namely, Surinder Singh Kainth, Divyesh
Jamnadas Dalal and Kurt Andrew Percy submitted that they were not officer in default
in the contravention of this appointment and hence, no penalty must be levied. Further,
one of the noticee, Sandeep Sharma (ex-director) submitted that he vacated the
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position of director in the company w.e.f. 25.08.2023 and hence, his penalty may be
waived off.
V. Mr. Tanuj Vohra, Company Secretary (the authorized representative of the
Company) appeared for oral submission in the matter on 05.12.2024 and requested
to take a lenient view while levying penalty on the company and its officers.
4. The relevant provision of the Act and Rules therewith:
Section 203 (Appointment of Key Managerial Personnel)
(1) Every company belonging to such class or classes of companies as may be
prescribed shall have the following whole-time key managerial personnel,—
(i) managing director, or Chief Executive Officer or manager and in their absence,
a whole-time director;
(ii) company secretary; and
(iii) Chief Financial Officer:
Provided that an individual shall not be appointed or reappointed as the
chairperson of the company, in pursuance of the articles of the company, as
well as the managing director or Chief Executive Officer of the company at the
same time after the date of commencement of this Act unless,—
(a) the articles of such a company provide otherwise; or
(b) the company does not carry multiple businesses:
Provided further that nothing contained in the first proviso shall apply to such
class of companies engaged in multiple businesses and which has appointed
one or more Chief Executive Officers for each such business as may be notified
by the Central Government.
➢ (5) “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”
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Rule 8A (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
➢ Rule 8A. Every private company which has a paid-up share capital for ten crore
rupees or more shall have a whole-time company secretary.
5. Adjudication of penalty: -
i. The paid-up capital of the company exceeded Rs. 10 crores w.e.f. 28.07.2022
and thus the company was accordingly required to appoint whole-time CS. The
company could appoint whole-time CS on 30.10.2023 and hence, there was a
non-compliance for a period of 458 days as per Section 203 of the Companies
Act, 2013. The submission of the company granting remission in the penalty
cannot be considered as the law provides for a fixed penalty.
ii. Further, it is to be noted that as per section 203 (5), “every director and key
managerial personnel of the company” will be at default for such non-
compliance. Therefore, every member of the Board during the period of default
will be liable for such contravention.
iii. The subject company does not get covered under the purview of small company
as defined u/s 2(85) of the Act. Hence, the benefit of section 446B would not
be applicable on the company.
iv. Now in exercise of the powers conferred on me vide Notification dated 24th
March, 2015 and having considered the reply submitted by the subject
Company in response to the notice, I hereby impose the penalty on the
Company and its officers in default under Section 203 of the companies act
2013 for violation as follows:-
Page 4 of 7
TABLE-I
Violation Penalty imposed on Period of Calculation of Penalty
company/director(s) default penalty in term of imposed
section 203 (5) of the (in INR)
Act (in INR)
A B C D E
Violation of United Technologies 458 days 5,00,000 5,00,000
Section 203 Corporation India (28.07.2022
of Companies Private Limited to
Act, 2013 29.10.2023)
Ashmita Sethi (Whole 458 days 50,000 + 1000x457 5,00,000
time Director) (28.07.2022 = 5,07,000
to subject to maximum
29.10.2023) 5,00,000
Rajiv Thapar (Director) 458 days 50,000 + 1000x457 5,00,000
(28.07.2022 = 5,07,000
to subject to maximum
29.10.2023) 5,00,000
Paruthippara Ravindran 396 days 50,000 + 1000x395 4,45,000
Rema (Director) (28.09.2022 = 4,45,000
to subject to maximum
29.10.2023) 5,00,000
Kurt Andrew Percy 458 days 50,000 + 1000x457 5,00,000
(Director) (28.07.2022 = 5,07,000
to subject to maximum
29.10.2023) 5,00,000
Surinder Singh Kainth 458 days 50,000 + 1000x457 5,00,000
(Director) (28.07.2022 = 5,07,000
to subject to maximum
29.10.2023) 5,00,000
Sandeep Sharma 394 days 50,000 + 1000x393 4,43,000
(Director) (28.07.2022 = 4,43,000
to subject to maximum
25.08.2023) 5,00,000
Amit Pathak (Director) 110 days 50,000 + 1000x109 1,59,000
(28.07.2022 = 1,59,000
to subject to maximum
14.11.2022) 5,00,000
Pankaj Anand (Director) 343 days 50,000 + 1000x342 3,92,000
(28.07.2022 = 3,92,000
to subject to maximum
05.07.2023) 5,00,000
Page 5 of 7
Divyesh Jamnadas 201 days 50,000 + 1000x200 2,50,000
Dalal (Director) (12.04.2023 = 2,50,000
to subject to maximum
29.10.2023) 5,00,000
7. Order:
a. Names of parties as mentioned in TABLE-I above are hereby directed to pay
the penalty amount as per column no. ‘E’ therein. In case of parties other
than company, such amount is required to be paid out of their own funds.
b. The said amount of penalty shall be paid through online by using the website
www.mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of
Corporate Affairs, New Delhi, within 90 days of receipt of this order, and
intimate this office with proof of penalty paid.
c. Appeal against this order may be filed with the Regional Director (NR),
Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan,
CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days
from the date of receipt of this order, in Form ADJ [available on Ministry
website www.mca.gov.in] setting forth the grounds of appeal and shall be
accompanied by a certified copy of the order. [Section 454(5) & 454(6) of the
Act read with Companies (Adjudicating of Penalties) Rules, 2014].
d. Your attention is also invited to section 454(8) of the Act in the event of non-
compliance with this order.
(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies
NCT of Delhi & Haryana
No. ROC/D/Adj/Order/Section 203/UNITED/5145-5154 Date: 27.01.2025
To,
1. UNITED TECHNOLOGIES CORPORATION INDIA PRIVATE LIMITED
505, 506A Fifth Floor, Worldmark 2, Asset Area No 8, Aerocity, IGI Airport,
New Delhi, South West Delhi, Delhi,110037, India.
Page 6 of 7
2. ASHMITA SETHI
W-147 Greater Kailash-1 Delhi.Delhi,110048,Delhi,India
3. RAJIV THAPAR
B 53 Friends Colony West, SriniwaspuriNew Delhi,110065,Delhi,India
4. PARUTHIPPARA RAVINDRAN REMA
#1064q, 6th Main, 9th Cross, 1st Stage, 4th Block, HBR Layout, Bangalore
North,560043,Karnataka,India
5. KURT ANDREW PERCY (By email)
C/o UNITED TECHNOLOGIES CORPORATION INDIA PRIVATE LIMITED
505, 506A Fifth Floor, Worldmark 2, Asset Area No 8, Aerocity, IGI Airport,
New Delhi, South West Delhi, Delhi,110037, India.
6. SURINDER SINGH KAINTH
C/o UNITED TECHNOLOGIES CORPORATION INDIA PRIVATE LIMITED
505, 506A Fifth Floor, Worldmark 2, Asset Area No 8, Aerocity, IGI Airport,
New Delhi, South West Delhi, Delhi,110037, India.
7. SANDEEP SHARMA
A-401 Kesar Garden Apartments, Sector 48Noida,201303,Uttar Pradesh,India
8. AMIT PATHAK
Apt No. 707, Block 16, Suncity AptsOuter Ring Road, Sarjapur road, Iblur
CircleBangalore,560034,Karnataka,India
9. PANKAJ ANAND
FLAT NO. 602,BARODA HOUSE PLOT NO. 40ANew Delhi,110075,India
10. DIVYESH JAMNADAS DALAL
C/o UNITED TECHNOLOGIES CORPORATION INDIA PRIVATE LIMITED
505, 506A Fifth Floor, Worldmark 2, Asset Area No 8, Aerocity, IGI Airport,
New Delhi, South West Delhi, Delhi,110037, India.
Copy to:
Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor,
Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003.
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