The Registrar of Companies, Chandigarh adjudicated a suo motu application filed for non-compliance with director retirement provisions under the Companies Act, 2013, invoking the adjudication mechanism under Section 454. The default related to improper composition of directors liable to retire by rotation as required under Section 152(6)(a). After the appointment of a non-executive director whose office was not liable to retire by rotation, the board structure resulted in only three directors being subject to retirement by rotation, whereas the law mandated at least four (two-thirds of eligible directors). Although the company otherwise maintained proper records, this shortfall constituted a statutory violation. The Adjudicating Officer concluded that the responsibility lay with the officer in default and imposed a penalty of ₹50,000 without any additional daily penalty, as the default was not continuing. The order directed rectification and payment of penalty within the prescribed time and clarified the right to appeal before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chandigarh
Registrar of Companies, Punjab and Chandigarh, 1st Floor, Corporate Bhawan, Plot No.4-B, Sector 27-B, Chandigarh, Chandigarh, India, 160019
Phone: 0172-2639415/2639416
E-mail: roc.chandigarh@mca.gov.in
Order ID: PO/ADJ/01-2026/CH/01347 Dated: 07/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 159 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 theCompanies 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 SAEL INDUSTRIES LIMITED…….
Individual details:
In the matter relating to JASBIR SINGH……..
C. Provisions of the Act:
If any individual or director of a company makes any default in complying with any of the provisions of section 152, section 155 and section 156, such individual or director of the company shall be liable to a penalty which may extend to fifty thousand rupees and where the default is a continuing one, with a further penalty which may extend to five hundred rupees for each day after the first during which such default continues.
D. Facts about the case:
Default committed by the officers in default/noticee – The Company has filed Suo moto application for adjudication vide SRN AB7879535 dated 01.10.2025 for the purpose of Adjudication of Penalties for non-compliance of Section 152(6)(a) of the Companies Act, 2013 which required to adjudicate in accordance with under Section 454 of the Companies Act, 2013 read with section 454A of the Companies Act,2013. In terms of Section of 152(6)(a) of the Companies Act,2013 atleast two-third of the total number of directors (excluding Independent Directors) are liable to retire by rotation. As per the Company?s record, there were total 6 directors on the Board of Sael Industries Limited out of which 2 directors were Independent directors who shall be excluded while calculating number of directors who shall be liable to retire by rotation, 1 Director was Managing Director who are liable to retire by rotation, 3 Directors were Non-Executive Directors out of which 2 Directors were liable to retire by rotation and the company was in compliance with the aforesaid provisions. Mr.Bjornar Baugerud was appointed on 06.05.2024 as non-executive director and whose office was not liable to retire by rotation. Accordingly, from the said date there were 2 Directors whose tenure was not liable to retire by rotation.
However, the Company was required to atleast 4 directors as liable to retire by rotation (i.e. two third of 5 directors) but there were only 3 Directors whose office was liable for retire by rotation.
2. NA
Order:
1. NA
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 | JASBIR SINGH having DIN as 01668231 | 50000 | 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 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.
Anupam Vashista,
Registrar of Companies
ROC Chandigar
