ROC Drops Penalty on Additional Director Due to Non-Regularisation at AGM; No Penalty on Additional Director After Court Recognises Cessation of Office; ROC Imposes Rs.1 Lakh Penalty for Non-Appointment of Woman Director; Additional Director Not Liable for Corporate Default After Demitting Office.
The Registrar of Companies (ROC), Chennai passed an adjudication order against a listed company for failure to appoint a woman director as mandated under Section 149(1) and (2) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The ROC observed that the company, despite being required to appoint at least one woman director by 01.04.2015 due to its financial thresholds, failed to comply with the statutory requirement. Earlier proceedings initiated before the Economic Offences Court were subsequently transferred for adjudication under Section 454 of the Companies Act. During adjudication, one noticee contended that he was merely an Additional Director whose appointment had not been regularized and that he had ceased to hold office before the default period. Relying on a Madras High Court observation and submissions made during hearing, the ROC accepted this contention and imposed no penalty on him. Since the company was under liquidation, penalties were imposed only on the remaining officers in default, with each directed to pay Rs.1 lakh personally within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/04-2026/CN/01946 | Dated: 15/05/2026
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 MASCON GLOBAL LIMITED [herein after known as Company] bearing CIN L45202TN1991PLC046402, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at CHANDRA APARTMENTS, 25 A HOSPITAL ROAD SAIDAPET NA CHENNAI CHENNAI TAMIL NADU INDIA 600015
Individual details:
In the matter relating to CHANDRA KRISHNAMURTHY_________________
In the matter relating to HENDRIKUS ADRIANUS ALFONSUS DE WAART_________________
In the matter relating to RAMAMURTHY RAVIKUMAR_________________
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 – The Registrar of Companies had issued show cause notice vide F.No.46402/WD/DR(SM)/2015 dated 09.07.2015 to the Company M/s. MASCON GLOBAL LIMITED and its director Mr. Ramamurthy Ravikumar for the contravention of Section 149(1) and (2) of the Companies Act, 2013. The Company vide reply dated 23.07.2015 stated that the Company’s additional director has resigned. The DROC, Tamil Nadu had filed a Complaint under section 149 of the Companies Act, 2013 before the Hon’ble Court of Additional Chief Metropolitan Magistrate Economic Offences, Egmore, vide E.O.C.C. No. 15/2016 to summon the accused and punish them according to law for the above said default. The Hon’ble Court vide order dated 14.09.2023 transferred the case to the ROC/Adjudicating Authority for adjudication under section 454 of Companies Act, 2013.
Pursuant to the Show cause notice and the Complaint filed by the DROC, it is noticed that the Company should have appointed at least one Women Director as on 01.04.2015 as either the paid up capital of the Company is more than 100 crores or the turnover is more than 300 crores as required under Section 149(1) and (2) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rule, 2014, which reads as follows:
Section 149. Company to have Board of Directors
(1) 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.
(2) Every company existing on or before the date of commencement of this Act shall within one year from such
commencement comply with the requirements of the provisions of sub-section (1).
Rule 3) Woman Director on the Board.
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:
Since, the company failed to comply with Section 149(1) and (2) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rule, 2014, the Company and its Officers in default shall be liable for action under Section 172 of the Companies Act, 2013.
Further, it is noticed that the company is under liquidation therefore, only the officer in default are liable for action under Section 172 of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03485 for defaults under the section 172 of the Companies Act, 2013 on 20.01.2026. Mr. Ramamurthy Ravikumar vide letter dated 24.01.2026 submitted that Mr. Ramamurthy Ravikumar was an Additional Director who had not been regularized and therefore cannot be considered an officer of the Company and thereby the liability for an omission on part of the Company which was purportedly committed subsequent to him demitting office cannot be fastened upon him and further prayed that the Noticee be discharged from the present proceeding without penalty.
Further, the Adjudicating Authority had issued notice for e-Hearing on 17.02.2026, e-Hearing scheduled on 20.02.2026. Ms. Niveditha Narayanan, Advocate attended the e-hearing on behalf of Mr. Ramamurthy Ravikumar and made their submissions and further prayed that Mr. Ramamurthy Ravikumar may be discharged from the present proceeding without penalty.
E. Order:
1. On perusal of the Complaint filed under section 149 of Companies Act, 2013 and relevant records, it is noticed that the Company, being a listed company have not appointed at least one Women director as on 01.04.2015. In view of the above, the Company has violated section 149(1) and (2) of Companies Act, 2013 read with Rule 3 of Companies (Appointment and Qualification of Directors) Rule, 2014.
It is observed that the Official Liquidator has filed Comp.A.No.1198 of 2014 in C.P.No.82 of 2011 against 1) Mrs. Chandra Krishnamurthy, 2) Mr. Hendrikus Adrianus Alfonsus and 3) Ramamurthy Ravikumar, under section 454 (5A) of the Companies Act, 1956 read with Rules 9, 11(b) of Companies (Court) Rules, 1959, for the following relief:-
“(i) To take cognizance of the offence committed by the accused (Sl.Nos.1 to 3) under Section 454 (5A) of the Companies Act, 1956 for non-filing of Statement of Affairs with the Official Liquidator and impose the maximum punishment as laid down under Section 454 (5A) of the Companies Act, 1956.
(ii) To direct the accused to file forthwith the Statement of Affairs with the Official Liquidator.
(iii) To direct that the cost of this application do come out of funds of the Company (In Provisional Liquidation).”
It is further stated that the Hon?ble High Court of Madras, vide Order dated 20.10.2023, has observed as follows: “Considering the fact that there is no conclusion and in the absence of contra evidence, Court is inclined to accept the stand of the third Respondent that the third Respondent (Shri. Ramamurthy Ravikumar) was only the Additional Director of the Company under Liquidation and therefore ceased to be its Additional Director with effect from 01.10.2012.”
Further, considering the submissions made by Ms. Niveditha Narayanan, Advocate on behalf of Mr. Ramamurthy Ravikumar and considering the fact that Mr. Ramamurthy Ravikumar was an Additional Director who had not been regularized in the AGM and that he cannot be considered as an officer of the Company, during the default period (01.04.2015 to 09.10.2017), no penalty shall be imposed on Mr. Ramamurthy Ravikumar.
Further, it is noticed that the company is under liquidation therefore, only Mr. Chandra Krishnamurthy and Mr. Hendrikus Adrianus Alfonsus De Waart are liable for penalty under section 172 of Companies Act, 2013.
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 | CHANDRA KRISHNAMURTH Y having DIN as 01052165 | 100000 | 0 | 100000 | |
| 2 | HENDRIKUS ADRIANUS ALFONSUS DE WAART having DIN as 03380115 | 100000 | 0 | 100000 | |
| 3 | RAMAMURTHY RAVIKUMAR having DIN as 05323440 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
