The Registrar of Companies, Kolkata, passed an order dated 10.02.2026 under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 179, with penalty attracted under Section 450. The company had designated a director as Whole-time Director with effect from 01.02.2023; however, the Board resolution approving such appointment was passed only on 06.02.2023. Since appointment of a Key Managerial Personnel, including a Whole-time Director, must be authorized by a Board resolution at a duly convened meeting under Section 179, the retrospective effect given to the appointment resulted in non-compliance for the period from 01.02.2023 to 06.02.2023 (five days). Although shareholder approval was subsequently obtained and requisite forms were filed, the default stood admitted. As no specific penalty is prescribed for this contravention, Section 450 was invoked. A penalty of ₹15,000 each was imposed on the company and three officers in default, with directions to pay within 90 days and provision for appeal before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata
CORPORATE BHAWAN PLOT NO-II F/16, PRE NO. 05-0852 AA-III F AKANDAKESHARI, NEAR SHAPOORJI
NEWTOWN, Kolkata, WESTBENGAL, India, 700135
Phone: 8076272007
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/02-2026/KK/01639 | Dated: 10/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to REGAAL RESOURCES LIMITED [herein after known as Company] bearing CIN L15100WB2012PLC171600, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ?6TH FLOOR, D2/2, BLOCK-EP & GP, SECTOR-V NA KOLKATA KOLKATA WEST BENGAL INDIA 700091
Individual details:
In the matter relating to ANIL KISHOREPURIA [herein after known as individual] having DIN 00724328 and having its address at FLAT 7A URVASHI APARTMENT 3 HUNGERFORD STREET CIRCUS AVENUE CIRCUS AVENUE KOLKATA WEST BENGAL INDIA 700017
In the matter relating to RAJ KUMAR KISHOREPURIA [herein after known as individual] having DIN 00711760 and having its address at 3, HUNGER FORD STREET, FLAT NO. 2, NEXT TO ST XAVIER’S COLLEGE, KOLKATA, KOLKATA, 700017 KOLKATA KOLKATA WEST BENGAL INDIA 700017
In the matter relating to KARAN KISHOREPURIA [herein after known as individual] having DIN 09228702 and having its address at 3 HUNGER FORD STREET, KOLKATA, KOLKATA, 700017 KOLKATA KOLKATA WEST BENGAL INDIA 700017
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – That this office is in receipt of Suo moto application for adjudication through Form GNL-1 vide SRN N24891756 & N29807039 for defaults under section 179 of the Companies Act 2013. (a)The Board of Directors of the Company vide its meeting held on 06.02.2023 designated Mr. Karan Kishorepuria as Whole-time-Director of the Company w.e.f. 01.02.2023. A certified copy of the resolution of the Board of Directors of the Company dated 06.02.2023 is enclosed and marked as Annexure ? ?C?. Mr. Karan Kishorepuria was already a director of the Company since 01.09.2021. The requisite e-form DIR-12 for his change of designation, e-form MGT-14 for passing of Board Resolution for his appointment as Key Managerial Personnel in the capacity of Wole-time-Director and e-form MR-1 as return for appointment of managerial personnel in this connection were filed by the Company with ROC and all such e-forms with their respective filing receipts and requisite attachments are enclosed and marked as Annexure ? ?D?. (b)The said appointment of Mr. Karan Kishorepuria as Whole-time-Director of the Company w.e.f. 01.02.2023 was also approved by the Shareholders of the Company in the form of Special Resolution in an Extra-Ordinary General Meeting of the Company held on 03.03.2023 and the said Special Resolution was also filed with ROC vide e-form MGT-14 and the said form along with its filing receipt and requisite attachments are also enclosed and marked as Annexure ? ?E?. (c)In terms of Section 179 of the Act, certain powers on behalf of the Company can be exercised by the Board of Directors of the Company only by means of resolutions passed at the meetings of the Board and appointment of any Key Managerial Personnel of the company falls under that mandatory stipulated items which can be exercised only by means of resolution passed in the meeting of the Board of Directors of the Company. In terms of Section 2(51) of the Act, Whole-time-Director of the Company is a Key Managerial Personnel in relation to a company and hence in the instant case appointment of Mr. Karan Kishorepuria as Whole-time-Director of the Company w.e.f. 01.02.2023 without passing any resolution by the Board on 01.02.2023 was in contravention to the provisions of Section 179 of the Act. However, resolution for appointment of Mr. Karan Kishorepuria?s appointment as Whole-time-Director of the Company w.e.f. 01.02.2023 was passed by the Board of Directors of the Company on 06.02.2023 and was also approved by the Shareholders of the Company subsequently in the form of Special Resolution on 03.03.2023 and all the requisite forms were also filed with ROC.
2. E-Hearing not Requested
E. Order:
1. This office is in receipt of suo motu application for adjudication filed by the Company under Section 179 of the Companies Act, 2013.
The Company states that the Board of Directors in its meeting held on 06.02.2023 designated Mr Karan Kishorepuria as Wholetime Director of the Company w.e.f 01.02.2023., A certified copy of Board Resolution dated 06.02.2023 is enclosed by the Company.
The Company also states that the appointment was approved by the shareholder by Special Resolution in the EGM held on 03.03.2023 and the same was filed with the ROC in MGT14.
The admitted non-compliance, however, is that the designation/appointment was Whole-time Director was made effective from 01.02.2023 whereas the Board Resolution authorising such appointment was passed only on 06.02.2023.
Accordingly default period is taken as 01.02.2023 to 06.02.2023 – 5 days.
Since the Act Does not prescribe a specific penalty for this stated contravention under Section 179 in the facts presented, the penalty is attracted under Section 450.
In exercise of power conferred under Section 454 of the Companies Act 2013 the undersigned hereby imposes penalty under Section 450 on the following:
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | ANIL KISHOREPURIA having DIN as 00724328 | 15000 | 0 | 50000 | |
| 2 | REGAAL RESOURCES LIMITED having CIN as L15100WB2012P LC171600 | 15000 | 0 | 200000 | |
| 3 | RAJ KUMAR KISHOREPURIA having DIN as 00711760 | 15000 | 0 | 50000 | |
| 4 | KARAN KISHOREPURIA having DIN as 09228702 | 15000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Kolkata within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Arya Pyarelal,
Registrar of Companies
ROC Kolkata
