NCLT Compounds Offence By Wadhwagroup Holdings, Imposes ₹30 Lakh Fine For Compliance Lapse

Mumbai, April 9: The National Company Law Tribunal (NCLT) has allowed a compounding application filed by Wadhwagroup Holdings Private Limited and its directors for non-compliance with statutory provisions relating to the appointment of a whole-time company secretary, imposing a total penalty of Rs 30 lakh.

Default deemed unintentional

The tribunal observed that the default was not intentional and noted that the company had taken corrective steps. “On examination of the facts and circumstances of this case, this Tribunal is of the view that the default committed was not intentional and steps are being taken by the Applicants to correct their mistake,” the order stated.

Violation of statutory provisions

The tribunal found that the company failed to appoint a whole-time company secretary for a prolonged period between March 30, 2005, and November 1, 2018, in violation of Section 383A of the Companies Act, 1956, and corresponding provisions under Section 203 of the Companies Act, 2013.

Records showed that the company’s paid-up capital had crossed the prescribed threshold as early as 2004–05, making such an appointment mandatory. However, the requirement was not consistently complied with, resulting in a default spanning 3,816 days, barring brief periods of compliance.

Company admits lapse, RoC report confirms violations

The company had filed the compounding application suo motu in 2025, admitting the lapse. The Registrar of Companies (RoC), in its report, confirmed the violations and assessed a potential penalty exceeding Rs 89 lakh on the company and its directors.

The RoC also noted that no prosecution had been initiated since the offence was punishable with fine only, and that the company had eventually rectified the default.

Penalty imposed on company and directors

The tribunal directed the company and its five current and former directors to pay Rs 5 lakh each, aggregating to Rs 30 lakh, within 30 days. The amount is to be deposited with the Pay and Accounts Office of the Ministry of Corporate Affairs, Mumbai.

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NCLT Compounds Offence By Wadhwagroup Holdings, Imposes ₹30 Lakh Fine For Compliance Lapse

NCLT has imposed a Rs 30 lakh penalty on Wadhwagroup Holdings for failing to appoint a company secretary over several years. The tribunal accepted the firm’s compounding plea, noting the lapse was unintentional and later rectified.