The Registrar of Companies, Kolkata, imposed penalties under Section 172 of the Companies Act, 2013 against a public company and its directors for failure to appoint a woman director within the prescribed timeline under Section 149(1) read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The company’s turnover exceeded ₹300 crore as on 31 March 2018, making appointment of a woman director mandatory by 30 September 2018. However, the appointment was made only on 28 December 2020, resulting in continuous default from 1 October 2018 to 28 December 2020. The company admitted the violation and stated that operational and procedural constraints, along with difficulties in identifying a suitable candidate, caused the delay. ROC held that such explanations did not absolve statutory non-compliance. Consequently, penalties of ₹3 lakh on the company and ₹1 lakh each on two directors were imposed, payable within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata I
4th Floor Plot No.IIIF/16, in AA-IIIF Rajarhat, New Town, Akandakeshari, Kolkata, West Bengal, India, 700135
Phone: 033-22877390
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/05-2026/WB/02141 | Dated: 14/05/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 JUPITER INTERNATIONAL LIMITED [herein after known as Company] bearing CIN U51109WB1978PLC031668, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 20A, ASHUTOSH CHOUDHURY AVENUE, NA KOLKATA KOLKATA WEST BENGAL INDIA 700019
Individual details:
In the matter relating to ALOK GARODIA ________
In the matter relating to AKASH GARODIA ________
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee –
6.1 Pursuant to Section 149 (1) of the Companies Act 2013
Every company shall have a Board of Directors consisting of individuals as directors and shall have?
(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and
(b) a maximum of fifteen directors:
Provided that a company may appoint more than fifteen directors after passing a special resolution: Provided Further that such class or classes of companies as may be prescribed, shall have at least one-woman director. Woman director on the Board, Rule 3 of Companies (Appointment and Qualification of Directors) Rule, 2014
The following class of companies shall appoint at least one-woman director-
(i) every listed company.
(ii) every other public company having ?
(a) paid?up share capital of one hundred crore rupees or more: or
(b) turnover of three hundred crore rupees or more:
Provided that a company, which has been incorporated under the Act and is covered under provisions of second proviso to sub-section (1) of section 149, shall comply with such provisions within a period of six months from the date of its incorporation: Provided further that any intermittent vacancy of a woman director shall be filled up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy whichever is later. Explanation. ? For the purposes of this rule, it is hereby clarified that the paid-up share capital or turnover as on the last date of latest audited financial statements shall be considered.
Section 172 of the Act
If a company contravenes any of the provisions of this Chapter and for which no specific punishment is provided therein, the company and every officer of the company who is in default shall be punished with fine which should not be less than fifty thousand rupees, but which may extend to five lakh rupees.
6.3 Submissions The Company is a Limited Company incorporated under the provisions of the Companies Act, 1956. The Company has been otherwise regular and regarding the compliances of the provisions of the Companies Act, 2013 and rules framed thereunder. There is a violation of the provisions of Section 149 of the Companies Act, 2013 as the Company could not appoint a Women Director within the prescribed period of six months from the date of attaining specified turnover of Rs.300,00,00,000, (Three Hundred Crores) as existing on the last date of audited financial statements i.e. 31st March, 2018 in terms of Rule 3 Companies (Appointment and Qualification of Directors) Rule, 2014. Copy of Financial Statements are attached as Annexure A-3.
During the Financial Year 2017?18, the company?s turnover exceeded ?300 crores, (Three Hundred Crores) thereby attracting the requirement to appoint a woman director. However, due to certain operational and procedural constraints, the appointment could not be made within the stipulated time frame. Delay in appointment of the Women Director resulted as the Board of Directors of the Company could not shortlist the appropriate candidate. In the subsequent Financial Year 2018?19, 2019-20, the turnover of the company was below the prescribed threshold of ?300 crores. The nature of offence committed by the applicants herein is compoundable within the provisions of Section 441 of the Companies Act 2013. That the Applicants hereby admit their default and Suo-moto move this application for compounding of offence under section 441 read with section 149 of the Act in respect of non-appointment of Women Director for the following financial year within due date and thereafter filing the same belatedly as mentioned in table below.
Financial YearDue Date of appointment of Women DirectorDate of AppointmentWhether default made good (Y/N)
2017-18 30/09/2018 28/12/2020 Y
2. E-Hearing not Requested
E. Order:
1.1.The applicants have submitted that the matter pertains to non-compliance with the provisions of Section 149(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 regarding appointment of a Woman Director.
2. It has been admitted by the applicants that the turnover of the Company as on 31st March 2018 exceeded the prescribed threshold of ?300 crore, thereby attracting the requirement to appoint at least one Woman Director on the Board.
3. The Company was required to comply with the said provisions on or before 30/09/2018. However, the Woman Director was appointed only on 28/12/2020.
4. Accordingly, the Company remained in default for the period commencing from 01/10/2018 till 28/12/2020.
5. The applicants have stated that the delay occurred on account of operational and procedural constraints and inability of the Board to identify and shortlist a suitable candidate. The default has since been made good.
6. Upon examination of the application, submissions made, and records available, it is observed that the Company failed to comply with the mandatory provisions of Section 149(1) read with Rule 3 within the prescribed timeline.
7. Therefore, the Company and every officer who was in default during the relevant period are liable for penalty under Section 172 of the Companies Act, 2013.
8. Accordingly, in exercise of powers conferred under Section 454 of the Companies Act, 2013, I hereby impose the following penalty:
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 | JUPITER INTERNATIONAL LIMITED having CIN as U51109WB1978P LC031668 | 300000 | 0 | 300000 | |
| 2 | ALOK GARODIA having DIN as 00081848 | 100000 | 0 | 100000 | |
| 3 | AKASH GARODIA having DIN as 05299302 | 100000 | 0 | 100000 |
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
