An adjudication notice from the Registrar of Companies is not a prosecution and not a raid. It is a letter telling you that the ROC believes your company has defaulted on a provision of the Companies Act, 2013, naming the section, and asking why a monetary penalty should not be imposed on the company and on its officers. What you do in the next fifteen to thirty days decides whether that ends in a closed file, a reduced penalty, or an order published on the MCA website with your directors named in it.<\/p>\n
Most companies handle it badly in one of two directions. They either ignore it, on the theory that it is a routine letter, or they panic and admit everything in a two-line reply without checking whether the default is even made out. Both cost money. This is how the process actually works and how to answer it.<\/p>\n
Section 454 of the Companies Act, 2013 is the machinery for imposing penalties<\/em> \u2014 as distinct from fines imposed by a court. The Central Government appoints adjudicating officers by gazette notification, who must be officers not below the rank of Registrar, and gives each of them a territorial jurisdiction. For most private and small public companies, the adjudicating officer is the ROC of the state in which the registered office sits.<\/p>\n The adjudicating officer can do two things: impose a penalty on the company, on any officer in default, or on any other person, and direct that the default be rectified. Before doing either, the officer must give a reasonable opportunity of being heard. That opportunity is the notice you have received.<\/p>\n One consequence worth understanding at the outset: adjudication orders are published on the MCA portal. They are read by banks during credit appraisal, by acquirers during due diligence, and by anyone running a check on a director. The reputational cost of an order often outlasts the penalty.<\/p>\n Adjudication has become the default enforcement route since the decriminalisation amendments moved a long list of offences out of the courts. The notices we see most often concern:<\/p>\n The trigger is usually a scrutiny of your own filings. The ROC does not need a complaint; the defect is visible in the records you submitted.<\/p>\nWhy the notice landed<\/h2>\n
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The adjudication timeline, end to end<\/h2>\n