The Registrar of Companies, Delhi passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 149(1) read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, penalised under Section 172 of the Act. The company became statutorily required to appoint at least one woman director after its paid-up share capital crossed ₹100 crore in July 2017. Although a woman director was appointed, her resig-nation in August 2023 created an intermittent vacancy that was required to be filled by the next board meeting or within three months, whichever was later. The company failed to do so within the prescribed period and appointed a new woman director only in May 2024, resulting in a delay of 179 days. The company admitted the non-compliance and did not seek a hearing. The adjudicating authority levied penalties on the company and all officers-in-default, rejected the request for reduction, and directed disclosure of the penalty in the forthcoming Board’s Report.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/01-2026/DL/01356 Dated: 09/01/2026
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 notifica-tion number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exer-cise 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 LAVA INTERNATIONAL LIMITED [herein after known as Company] bearing CIN U32201DL2009PLC188920, is a company registered with this office under the Provisions of the Com-panies Act, 2013/1956 having its registered office situated at B-14, HOUSE 2, BASEMENT, SHIVLOK COMMERCIAL COMPLEX, KARAMPURA NA DELHI WEST DELHI DELHI INDIA 110015
Individual details:
In the matter relating to SANJEEV AGARWAL——
In the matter relating to SHAILENDRA NATH RAI——
In the matter relating to HARI OM RAI——-
In the matter relating to ASITAVA BOSE ——–
In the matter relating to SUNIL RAINA ——–
In the matter relating to . PREETI ——
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 spe-cific 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 fur-ther penalty of five hundred rupees for each day during which such failure continues, subject to a maxi-mum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in de-fault.
D. Facts about the case:
1. Default committed by the officers in default/noticee – 1.This office is in receipt of application vide GNL-1 (SRN: AB5444977 dated 12.08.2025) from the company for adjudication of penalties for default u/s 149(1) of the Companies Act, 2013 r/w rule 3 of the Companies (Appointment and Qualification of Di-rectors) Rules, 2014.
2.That the paid-up share capital of the company exceeded the threshold paid-up share capital of Rs. 100 crore on 24.07.2017 and as per 2nd proviso to section 143(1) r/w rule 3 of the Companies (Appoint-ment and Qualification of Directors) Rules, 2014, the company was required to have at least one wom-an director.
3.That the company appointed Mrs. Chitra Gouri Lal as woman director in the company on 24.08.2017 and she resigned from the position on 22.08.2023. Pursuant to 2nd proviso to Rule 3, 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.
4. That the company was required to appoint a woman director in the next board meeting which was held on 01.09.2023 or within three months after cessation i.e. on or before 21.11.2023, whichever is later. The company appointed Mrs. Deepika Gupta as Woman Director of the company on 20.05.2024 with a delay of 179 days (22.11.2023 to 19.05.2024).
Thus, in view of the above, the adjudication officer has reasonable cause to believe that the subject company has not complied with the provision of section 149(1) of the Companies Act, 2013 r/w rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The period of default is from 22.11.2023 to 19.05.2024.
The Company and the Noticee(s) are hereby called upon to show cause as to why penal action under Section 172 of the Company Act, 2013 should not be initiated for the alleged violation of CA, 2013.
2. The noticees have not sought hearing in the matter.
E. Order:
1. Whereas in view of the facts of the case, an e-SCN u/s 172 of the Act was issued to the company and its officers on 28.11.2025 and a reply dated 09.12.2025 was received wherein the company and its officers accepted the non-compliance and requested to pass necessary penalty order.
Hence, the penalty is levied on the company and the officers-in-default as per section 172 of the Act, subject to the condition that the same is disclosed in the forthcoming Board Report to maintain the nec-essary disclosures under Corporate Governance. The request for reduction of penalty has not been ac-ceded to.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie noncompliance(s) as mentioned above have been noticed. In the present adjudication proceed-ing(s), the non-compliance(s)mentioned above is only being adjudicated and the 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 de-fault less order issue date) | Maximum limit for Penalty (F) |
| 1 | LAVA International Limited having CIN as U32201DL2009P LC188920 | 139500 | 0 | 300000 | |
| 2 | SANJEEV AGARWAL having DIN as 07110183 |
100000 | 0 | 100000 | |
| 3 | SHAILENDRA NATH RAI having DIN as 00908417 | 100000 | 0 | 100000 | |
| 4 | HARI OM RAI having DIN as 01191443 | 100000 | 0 | 100000 | |
| 5 | ASITAVA BOSE having DIN as 08236897 | 100000 | 0 | 100000 | |
| 6 | SUNIL RAINA having DIN as 09302069 | 100000 | 0 | 100000 | |
| 7 | . PREETI having PAN as | 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 up-load 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 Noida 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 Sec-tion 454(8) of the Companies Act, 2013.
Seema Rath,
Registrar of Companies
ROC Delhi
