This is a Regulatory Update concerning an adjudication order dated 22/07/2026 issued by the Registrar of Companies, Patna, under Section 454 of the Companies Act, 2013 regarding an alleged violation of Section 172 arising from non-compliance with Section 149(4) by TECH SIS LIMITED for not appointing Independent Directors after its paid-up share capital reached ₹14,80,00,000 on 29.03.2021. During the hearing held on 07.07.2026, the authorised representative submitted that the company is a wholly owned subsidiary of SIS Limited and is exempt from the requirement to appoint Independent Directors under Rule 4(2)(b) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Upon considering the reply, the Adjudicating Officer accepted the submission, held the explanation satisfactory, and dropped the action for the alleged non-compliance with Section 149(4). The penalty table records a penalty amount of zero for the company and the notified officers. The order also sets out directions regarding rectification, payment through the MCA e-Adjudication facility where applicable, the right to appeal before the Regional Director, Kolkata within sixty days, and refers to Section 454(8) for penal consequences of non-payment.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Patna
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, High Court Of Patna, Maurya Lok Complex, Block “A” 4th Floor, Dak Bungalow Road, Patna, Bihar, India, 800001
Phone: 0612-2950121
E-mail: roc.patna@mca.gov.in
Order ID: PO/ADJ/07-2026/PT/02520 | Dated: 22/07/2026
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. 698(E) dated 10/02/2026 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 TECH SIS LIMITED [herein after known as Company] bearing CIN U75300BR2010PLC015484, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ANNAPURNA BHAWAN, TELEPHONE EXCHANGE ROAD KURJI NA PATNA BIHAR INDIA 800010
Individual details:
In the matter relating to AKALESH SINGH____
In the matter relating to HIRANYA MOHANTY___
In the matter relating to SACHIN GOSWAMI___
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 – On 29.03.2021 company has paid up share capital 14,80,00,000/-and company has not appointed Independent Directors. Hence, company has non-compliance of Section149(4) of the Companies Act, 2013.
2. The hearing was scheduled on 07.07.2026 so that the company and its directors/officers-in-default could make an oral representation before the undersigned adjudicating officer in respect of show cause notice issued on 07.04.2026. On the date of hearing, CS Suryakant Kumar, Practicing Company Secretary (Membership No. 27610, COP No. 10207) has attended the hearing who was duly authorised to execute the same. He has made his submissions inter alia stating as ? Since the Company is a wholly owned subsidiary of SIS Limited, it is covered by the exemption provided under Rule 4(2)(b) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Accordingly, the provisions relating to the mandatory appointment of Independent Directors under Section 149(4) of the Companies Act, 2013 are not applicable to the Company. Accordingly, no violation of Section 149(4) of the Companies Act, 2013 has occurred, and consequently, the provisions of Section 172 relating to penalties are not attracted. Therefore, no penalty is leviable upon the Company or its officers.?.
E. Order:
1. Upon consideration of reply of the company, it is concluded that the Company is a wholly owned subsidiary of SIS Limited, it is covered by the exemption provided under Rule 4(2)(b) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Thus the aforesaid submissions of company are found to be satisfactory, action for non-compliance of section 149(4) of the Companies Act, 2013, is dropped at this stage.
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 | TECH SIS LIMITED having CIN as U75300BR2010P LC015484 | 0 | 0 | 300000 | |
| 2 | AKALESH SINGH having DIN as 06571273 | 0 | 0 | 100000 | |
| 3 | HIRANYA MOHANTY having DIN as 09551437 |
0 | 0 | 100000 | |
| 4 | SACHIN GOSWAMI having PAN as ALMPG4682P | 0 | 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.
Dr Rameshkumar,
Registrar of Companies
ROC Patna
