The receipt event belongs to the aggrieved person
Section 454(5) of the Companies Act, 2013 permits an aggrieved person to appeal an adjudicating officer's order to the Regional Director having jurisdiction. Subsection (6) requires filing within sixty days from the date the aggrieved person receives the copy of the order. For a company and officers named in one order, begin with a person-wise receipt investigation rather than one unexamined date copied across every appeal. This guide, checked on 28 October 2026, addresses that statutory clock and its evidence; it is not a complete guide to the current electronic filing form or adjudication procedure. Companies Act, 2013, government-hosted text: section 454(5)–(7) only.
Separate issue, receipt, internal circulation and filing
Record the order's date, issue information, legally relevant delivery or receipt evidence, internal forwarding and actual filing separately. An employee's later download or a board meeting does not automatically displace an earlier legally effective receipt. Equally, the date printed on the order is not the receipt event expressly identified in subsection (6). Where modes of service or competing delivery records create doubt, resolve their legal effect promptly and keep the earlier plausible date as an internal risk control while the point is reviewed. An internal working date must not be presented as an adjudicated service finding. Companies Act, 2013, government-hosted text: section 454(5)–(7) only.
Calculate calendar days with an explicit counting assumption
The models below exclude the receipt day and add sixty calendar days; they assume no court-closure adjustment, special exclusion, disputed service or other relief. They demonstrate the arithmetic after the receipt event has been legally established. Do not replace sixty days with two calendar months or an internal working-day convention. Calculate an early internal target as an operational control, but preserve the statutory model endpoint separately. A negative headroom result calls for immediate remedy-specific legal review, not a spreadsheet entry extending the period without authority. Companies Act, 2013, government-hosted text: section 454(5)–(7) only.
Keep company and officer appeal decisions distinct
A common order can create different aggrieved persons, interests, receipt records and grounds. A company secretary should coordinate the records but should not assume that a company's receipt acknowledgement necessarily proves the same receipt event for every officer. Nor does a shared draft prove that every intended appellant has filed. Use a matrix of appellant, challenged order, jurisdiction, receipt evidence, model endpoint, authorised representative, actual filing and acknowledgement. The examples assume the stated receipt dates have already passed legal review; they do not create a rule allowing artificial separation of service dates. Companies Act, 2013, government-hosted text: section 454(5)–(7) only.
Filing requires more than a calculated deadline
Subsection (6) also requires the prescribed form, manner and fee. Verify those current requirements and the applicable Regional Director jurisdiction for the actual filing; this article does not substitute a historical form or fee table. A draft sent for signature, an internal approval, a professional's invoice or an unsuccessful upload is not completed filing evidence. Preserve the final submitted memorandum, grounds, attachments, fee evidence and resulting acknowledgement, including any defect or resubmission communications. Deadline control is useful only if the legally required filing event actually occurs. Companies Act, 2013, government-hosted text: section 454(5)–(7) only.
Treat merits, compliance and appellate outcome as separate workstreams
Under subsection (7), the Regional Director may confirm, modify or set aside the appealed order after the required hearing opportunity. An appeal therefore needs grounds and evidence in addition to timely filing. Do not infer from the sixty-day appeal clock that other obligations under the order are automatically stayed, or that a late appeal necessarily receives condonation. Obtain a supported position on any stay, delay relief, compliance direction or other route in the particular case. This guide does not calculate penalty amounts or rely on superseded wording elsewhere in older consolidated copies of the Act. Companies Act, 2013, government-hosted text: section 454(5)–(7) only.
Applicable primary references
Companies Act, 2013, government-hosted text: section 454(5)–(7) only
Six worked illustrations
All facts and amounts below are fictional. Assumptions describe the model, not additional statutory rules.
Illustrative example 1: Basic sixty-day model
Assume legally established receipt on 1 October 2026. Excluding that day and adding sixty calendar days gives 30 November 2026. The model contains 30 days from 2–31 October and 30 days in November; any special adjustment requires separate authority.
Illustrative example 2: Order date is not the assumed receipt date
Assume the order is dated 20 September 2026 but legally established receipt is 1 October. Adding sixty days to the order date would give 19 November; using the stipulated receipt gives 30 November. The endpoints differ by eleven days. This comparison does not decide disputed service.
Illustrative example 3: Two appellants with verified different receipts
Assume the company receives the copy on 1 October and an aggrieved officer on 5 October 2026, with both dates legally established independently. Their sixty-day model endpoints are 30 November and 4 December respectively, four days apart. A shared order does not eliminate the receipt-evidence exercise.
Illustrative example 4: Measure headroom against completed filing
For the 1 October receipt model, assume filing actually completes on 20 November 2026. Fifty calendar days have elapsed, leaving ten days against the sixty-day model. A draft merely approved on 20 November would not establish this completed-filing assumption.
Illustrative example 5: Flag a filing beyond the model endpoint
For the same 1 October receipt, assume proposed filing is 2 December 2026. Sixty-two days have elapsed: it is two days beyond the unadjusted sixty-day model. The calculation flags a legal issue; it neither establishes available condonation nor predicts the appeal's disposal.
Illustrative example 6: Track three aggrieved persons separately
Assume legally verified receipts on 1, 5 and 10 October 2026 for three aggrieved persons. The corresponding model endpoints are 30 November, 4 December and 9 December. The earliest and latest are nine days apart. Keep three supported receipt rows rather than overwriting them with one group's preferred date.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Identify the appealed adjudication order | Complete order and relevant subsection (3) decision |
| 2 | List every proposed appellant | Company, officer or other aggrieved person and actual interest |
| 3 | Verify jurisdiction | Current Regional Director jurisdiction for the matter |
| 4 | Collect receipt evidence per person | Legally reviewed service and delivery records |
| 5 | Separate competing dates | Order issue, receipt, forwarding and first internal opening |
| 6 | Compute the sixty-day model | Documented counting assumptions and any applicable adjustment |
| 7 | Set an earlier internal target | Responsible owner and escalation point |
| 8 | Verify the current filing requirements | Prescribed form, manner, fee, authority and attachments |
| 9 | Confirm actual completed filing | Submitted memorandum and authoritative acknowledgement |
| 10 | Close related workstreams separately | Merits, compliance, any supported stay or delay-relief position |
Sixteen practitioner FAQs
1. Who can invoke section 454(5)?
A person aggrieved by the adjudicating officer's covered order, subject to the provision.
2. Which appellate authority does it identify?
The Regional Director having jurisdiction in the matter.
3. What is the statutory period in subsection (6)?
Sixty days from the specified receipt of the order copy by the aggrieved person.
4. Is the order's printed date always the start?
No. Establish the receipt event specified by subsection (6).
5. Can internal circulation create a new receipt date automatically?
No. Review legally effective receipt independently of later office circulation.
6. Is sixty days the same as two months?
No. Use the prescribed day period rather than substituting calendar months.
7. What counting assumptions do the examples use?
They exclude the stipulated receipt day and add sixty calendar days without special adjustments.
8. Do the examples resolve disputed electronic service?
No. Each assumes the receipt date has already been legally established.
9. Must every person named in one order automatically share one receipt date?
Determine each relevant person's legally effective receipt from evidence rather than assumption.
10. Does a board-approved draft prove filing?
No. Retain evidence of the completed statutory filing event.
11. Does this article prescribe the current form and fee?
No. Subsection (6)'s current prescribed requirements must be verified for the actual filing.
12. Can a later preferred date simply replace an earlier service record?
No. Preserve the records and resolve their legal effect with a reasoned position.
13. Does a negative headroom figure prove relief is unavailable?
It flags a problem requiring specific legal review; arithmetic alone does not decide the remedy.
14. Is delay condonation automatic?
No automatic entitlement is asserted by this working.
15. Does filing an appeal automatically prove the order is stayed?
No. Obtain a supported position on stay and ongoing compliance separately.
16. What can the Regional Director do under subsection (7)?
After the required hearing opportunity, confirm, modify or set aside the appealed order.
Conclusion
Build a person-wise receipt and filing register for the section 454 appeal period, separating the order date, actual receipt and completed filing evidence.