The Registrar of Companies (ROC), Delhi imposed penalties on Absolute Projects (India) Limited and its directors for failure to appoint independent directors as required under Section 149(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The company admitted that after its turnover exceeded ₹100 crore in FY 2018-19, it became mandatory to appoint at least two independent directors. However, the company failed to comply from 01.04.2018 onwards and appointed two independent directors only on 14.11.2025, resulting in a delay of 2,784 days. The company attributed the default to lack of professional guidance and absence of a qualified Company Secretary. The ROC held that the prolonged non-compliance attracted penalty under Section 172 and imposed the maximum statutory penalty of ₹3 lakh on the company and ₹1 lakh each on three officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/05-2026/DC/02127 Dated: 13/05/2026
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 ABSOLUTE PROJECTS (INDIA) LIMITED [herein after known as Company] bearing CIN U74999DL1995PLC065160, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4222/1LAXMI KUNJ IST FLOOR ANSARI ROAD D GANJ NA NEW DELHI DELHI INDIA 110002
Individual details:
In the matter relating to RANJEET SINGH OLA ——-
In the matter relating to DEEPENDRA SINGH OLA ——-
In the matter relating to SUNITA OLA ——
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 – I.This office is in receipt of application filed through e-form GNL-1 vide SRN AB6396637 dated 09.01.2025 from the company for adjudication of penalties for default u/s 149(4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. As per the application, following has been submitted:
i. that in the financial year 2018-2019 Company achieved a turnover of Rupees (INR) 100 Crores.
ii. That, pursuant to the above, the Company was required to appoint at least two directors as Independent Director as per the provision of Section 149(4) of the Companies Act, 2013 r/w Rule 4 of the Companies (Appointment and Qualification of Directors) Rules 2014.
iii. The Company has failed to appoint Independent Director of the Company from 01.04.2018 onwards.
iv. That the Company appointed two (02) Independent Directors, namely Mr. Birbal Singh Mahala (DIN: 10125030) and Mr. Madan Singh Kala (DIN: 02558372) in the Board Meeting held on 14.11.2025. Thus, the appointment of independent directors is delayed by 2784 days (i.e., from days from 01.04.2018 to 14.11.2025).
II. Thus, in view of above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of Section 149(4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the noticees are required to show cause as to why they should not be penalized u/s 172 for the said non-compliance.
2. No physical hearing has been sought in the matter by applicants
E. Order:
1. Whereas, in view of the facts of the case, an e-SCN was issued on 12.02.2026 and the response was received vide letter dated 19.02.2026 wherein the company and the officer(s) in default accepted the non-compliance and stated that the default occurred due to lack of professional guidance and absence of a qualified Company Secretary.
Whereas, pursuant to Section 149(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company was required to appoint at least two Independent Directors on its Board on exceeding the prescribed threshold turnover. However, the company failed to appoint the requisite number of Independent Directors on its Board with effect from 01.04.2018 onwards.
Whereas, the Company appointed two (02) Independent Directors, namely Birbal Singh Mahala (DIN: 10125030) and Madan Singh Kala (DIN: 02558372) in the Board Meeting held on 14.11.2025 with a delay of 2,784 days (i.e., from 01.04.2018 to 14.11.2025). The amount of penalty to be imposed exceeds maximum limit prescribed under penal provision section 172 and hence, the maximum penalty is levied on the company and the officers-in default as per section 172 of the Act.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above is only being adjudicated and any other non-compliances if any, involving aforesaid or any other section under provision of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
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 | ABSOLUTE PROJECTS (INDIA) LIMITED having CIN as U74999DL1995P LC065160 | 300000 | 0 | 300000 | |
| 2 | RANJEET SINGH OLA having DIN as 00190018 | 100000 | 0 | 100000 | |
| 3 | DEEPENDRA SINGH OLA having DIN as 00190303 |
100000 | 0 | 100000 | |
| 4 | SUNITA OLA having DIN as
00190165 |
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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi
