The Registrar of Companies (ROC) in Delhi has imposed a penalty on Check Point Software Technologies India Private Limited and its director, Sundar Nambiyur Balasubramanian, for a violation of the Companies Act, 2013. The company, being a private company, is required to maintain a minimum of two directors on its board as per Section 149(1)(a) of the Act. The default occurred on October 30, 2021, when one of the company’s two directors resigned, leaving it with only a single director for a period of 332 days. The company’s board did not rectify the shortfall until September 28, 2022, when a new director was appointed.
The company proactively filed for adjudication, acknowledging the default. In its reply, the company stated that the delay in appointing a new director was due to its policy that requires a new nominee from its ultimate holding company, a process that could not be completed within the required time. However, the Adjudicating Officer deemed this reason insufficient and upheld the penalty. The ROC levied a penalty on both the company and the director in default under Section 172 of the Companies Act.
The order specifies a penalty of ₹2,15,500 for the company and ₹1,00,000 for the director, Sundar Nambiyur Balasubramanian. The ROC directed the company and the director to pay the penalty within 90 days. The order also requires the company to disclose the penalty in its upcoming Board Report to ensure proper corporate governance. Both parties have the option to file an appeal with the Regional Director in Noida within 60 days of receiving the order. This action reinforces the regulatory requirement for companies to maintain the mandatory number of directors at all times.
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/08-2025/DL/00629 Dated: 25/08/2025
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 CHECK POINT SOFTWARE TECHNOLOGIES INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U72900DL2003PTC121794, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at Eros Corporate Tower, Sixth Floor, Eros Corporate Tower, Sixth Floor, New Place New Delhi South Delhi Delhi India 110019
Individual details:
In the matter relating to SUNDAR NAMBIYUR BALASUBRAMANIAN [herein after known as individual] having DIN 08636179 and having its address at B201,WINCHIMES MAHINDRA,37/2A, BANNERGHATTA ROAD, B201,WINCHIMES MAHINDRA,37/2A, BANNERGHATTA ROAD, BANGALORE BANGALORE SOUTH Karnataka India 560076
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 – (1)Every company shall have a Board of Directors consisting of individuals as Directors and shall have 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.
In the Applicant Company there were two Directors namely Mr. Sundar Nambiyur Balasubramanian (DIN; 08636179) and Mr. John Evan Slavitt (DIN: 02275723).
Mr. John Evan Slavitt (DIN: 02275723) resigned from the Directorship of the Company w.e.f 30th October, 2021 and after resignation of Mr. John Evan Slavitt there was only one director in the Company namely Mr. Sundar Nambiyur Balasubramanian. Hence after the resignation of Mr. Slavitt, Company was in default of Section 149 of the Companies Act, 2013 in respect of minimum number of directors in the Company.
(2)The said default was made good after the appointment of Mr. Roei Golan (DIN: 09751591) as an additional director in the Board Meeting of the Company held on 28th September, 2022. The appointment of said director was confirmed by the shareholders in the Annual General Meeting of the Company held on 30.09.2022.
Therefore, the Company was in default/ non-compliance of section 149 of the Companies Act, 2013 in respect of minimum number of directors on the Board of the Company for a total period of 332 (Three Hundred Thirty Two Days) i:e from 31.10.2021 to 27.09.2022.
(3)As per the provision of section 149 read with section 172 of the Companies Act, 2013 penalty to be imposed on the company and its officers is as under
i. CHECK POINT SOFTWARE TECHNOLOGIES INDIA PRIVATE LIMITED [50000+(500×331)=2,15,500]
ii. Mr. Sundar Nambiyur Balasubramanian (Director) [50000+(500×331)=1,00,000 (Subject to maximum penalty on the Director will be of 1,00,000)]
(4)The Company has Suo-moto applied for adjudication by filing of e-form GNL-1 vide SRN: F60973971 dated 29.04.2023. The adjudication application made under section 454 of the Companies Act, 2013 for violation of section 149 read with section 172.
(5)The Company and the noticee may file objections/reply, if any.
2. The company and its officers have not sought opportunity of hearing in its reply to the e-SCN.
E. Order:
1. 1.Whereas in view of facts about the case, an e-SCN was issued to the company and its officers on 22.04.2025 and the reply to the notice was received on 06.05.2025 whereby the company and its officers agreed to the default and pleaded to take a lenient view in the matter as the non-compliance was because as per company’s policy, one director needs to be nominated by its ultimate holding company, i.e. Check Point Software Technologies (Netherlands) BV, Netherlands. The process of identifying suitable person on board and the requirement of two directors on the board cannot be fulfilled within requisite time.
2.Whereas it is observed that the company had two directors and on 30.10.2021, one of the directors resigned from the Board, leaving company with a single director. It was only on 28.09.2022 that the company was able to appoint its 2nd director and thus, fulfilling the requirement of two directors in a private company.
Thus, in view of the above, it is noted that there is non-compliance of section 149(1)(a) of the CA, 2013 and the penalty is levied on the company and its officers u/s 172 of the CA, 2013 subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance. The period of default for the said non-compliance is from 31.10.2021 to 27.09.2022 (i.e. 332 days).
Further, any other non-compliance, if any, by the director concerning section 173 or other provisions of the Act, if noticed, shall be dealt with in accordance with provisions of law by the director himself.
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 | CHECK POINT SOFTWARE TECHNOLOGIES INDIA PRIVATE LIMITED having CIN as U72900DL2003P TC121794 | 215500 | 0 | 300000 | |
| 2 | SUNDAR NAMBIYUR BALASUBRAMA NIAN having DIN as 08636179 | 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 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 Section 454(8) of the Companies Act, 2013.
Seema Rath,
Registrar of Companies
ROC Delhi
