The Registrar of Companies (ROC), Bangalore, has issued an order imposing a penalty on Charles River Laboratories India Private Limited for violating Section 450 of the Companies Act, 2013. The company itself filed a voluntary application on September 17, 2024, to report its failure to comply with Section 173(1) of the Act, which mandates the holding of board meetings within a specific time frame. The company’s 103rd board meeting was held on December 14, 2023, and the next one should have been conducted by April 12, 2024. However, the 104th meeting was not held until May 3, 2024, resulting in a delay of 21 days.
The ROC’s order was based on the company’s application, subsequent replies, and a formal e-hearing held on March 18, 2025, which was attended by the company’s authorized representative. The document states that because the company does not meet the definition of a “small company” under the Companies Act, it is not eligible for a reduced penalty. The order specifies the penalties to be paid by the company and the two officers in default.
For the violation, Charles River Laboratories India Private Limited was fined Rs. 30,000. Additionally, the directors, Shefali Jain and Prafulla Krishnaji Chitnis, were also penalized. Shefali Jain received a penalty of Rs. 26,000, and Prafulla Krishnaji Chitnis was fined Rs. 30,000. The order instructs the company and its directors to pay these penalties within 90 days using the Ministry of Corporate Affairs’ e-Adjudication portal. It also specifies that the fines imposed on the directors must be paid from their personal funds. The company and its officers have the option to file an appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC : ROC Bangalore
Address : Registrar Of Companies ‘E’ Wing 2nd Floor Kendriya Sadana Kormangala Bangalore – 560034, India, Karnataka
Phone : 080-25633105,080-25537449, E-Mail : roc.bangalore@mca.gov.in
Order ID: PO/ADJ/06-2025/BL/00394 Dated: 05/06/2025
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 CHARLES RIVER LABORATORIES INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U24119KA2008PTC047975, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at No. 15, 1st Floor, Rest House Crescent Road No. 15, 1st Floor, Rest House Crescent Road NA Bangalore Bangalore Karnataka India
Individual details:
In the matter relating to SHEFALI JAIN [herein after known as individual] having PAN ARSPJ1426E and having its address at I-601, KOLTE PATIL RAAGA, I-601, KOLTE PATIL RAAGA, Bg North Bangalore Karnataka India
In the matter relating to PRAFULLA KRISHNAJI CHITNIS [herein after known as individual] having DIN 02476050 and having its address at Flat No.18, Kudale Patil Kshitij, Mumbai Bangalore Bypass Vadgaon BK Flat No.18, Kudale Patil Kshitij, Mumbai Bangalore Bypass Vadgaon BK Pune Maharashtra India
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 – The company has filed a suo-motu adjudication application on 17.09.2024 for violation of section 173(1) of the Act wherein it was submitted that the company failed to convene its 104th board meeting within the stipulated period of 120 days as provided in the Act, and was held on 03.05.2024.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu adjudication application on 17.09.2024 for violation of section 173(1) of the Act wherein it was submitted that the company had failed to convene its 104th board meeting within the prescribed interval of 120 days as provided in the Act. The company held its 103rd board meeting on 14.12.2023, and the company ought to have held the next board meeting within 120 days, i.e. by 12.04.2024. However, the company held the next board meeting on 03.05.2024 with a delay of 21 days. Thus, the company and officers in default have violated the provision of section 173(1) of the Act.
2. Pursuant to the adjudication application filed by the company, show cause notice dated 06.11.2024 was sent to the company and its officers in default through e-Adjudication module, and was also sent through speed post on 20.11.2024. The company and Officers in default have submitted their reply dated 29.11.2024 on e-Adjudication portal and physically on 02.12.2024. Subsequently, e-hearing notice dated 26.02.2025 was sent to the company and its officers in default through e-Adjudication module and was also sent through speed post on 26.02.2025. E- Hearing was scheduled on 18.03.2025. It was attended by authorized representative of company and officers in default who made their submission as mentioned in the adjudication application.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | CHARLES RIVER LABORATORIES INDIA PRIVATE LIMITED having CIN as U24119KA2008P TC047975 | 30000 | 0 | 200000 | |
| 2 | SHEFALI JAIN having PAN as ARSPJ1426E | 26000 | 0 | 50000 | |
| 3 | PRAFULLA KRISHNAJI CHITNIS having DIN as 02476050 | 30000 | 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 Hyderabad 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.
Sanjay Sood,
Registrar of Companies
ROC Bangalore
