The Registrar of Companies, Kolkata I, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 149(4) read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The company, originally incorporated as a private company in 2012 and converted into a public limited company on 30.03.2022, was required to appoint at least two independent directors upon meeting the prescribed criteria. The due date for compliance was stated as 29.06.2022. Although one independent director was appointed and later resigned on 23.12.2022, the company appointed two independent directors only on 10.04.2023. As a result, the default continued until 09.04.2023. Considering that no specific penalty was provided elsewhere, Section 172 was invoked. The Adjudicating Officer imposed a penalty of ₹59,000 on the officer in default for the continuing non-compliance, directing payment within 90 days and permitting appeal before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata I
4th Floor Plot No.IIIF/16, in AA-IIIF Rajarhat, New Town, Akandakeshari, Kolkata, West Bengal, India, 700135
Phone: 033-22877390
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/02-2026/WB/01677 Dated: 17/02/2026
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 REGAAL RESOURCES LIMITED [herein after known as Company] bearing CIN L15100WB2012PLC171600, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ‘6TH FLOOR, D2/2, BLOCK-EP & GP, SECTOR-V NA KOLKATA KOLKATA WEST BENGAL INDIA 700091
Individual details:
In the matter relating to NAVNEET BAHETI ——
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 –
That this office is in receipt of Suo moto application for adjudication through Form GNL-1 vide SRN N24956617, N29808052 & N28429306 for defaults under section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
(a)The Company was originally incorporated as Regal Resources Private Limited’ at Kolkata, West Bengal as a Private Limited Company under the provisions of erstwhile Companies Act, 1956 in terms of the Certificate of Incorporation dated 02.01.2012 issued by the Registrar of Companies, West Bengal. Subsequently, the name of the Company was changed from Regal Resources Private Limited to Regaal Resources Private Limited’ pursuant to fresh Certificate of Incorporation dated 26.10.2015 issued by the Registrar of Companies, West Bengal consequent to change of name of the Company. Thereafter, the Company was converted to a public limited company, and the status of the Company was changed from Regaal Resources Private Limited to ‘Regaal Resources Limited’ pursuant to fresh Certificate of Incorporation dated 30.03.2022 as issued by the Registrar of Companies, West Bengal.
(b)In terms of Section 149 of the Act read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every Public Limited Company fulfilling certain criteria mentioned therein is required to appoint at least one-woman director. In the instant case, the Company fulfilling the requisite criteria, was having Ms. Praveena Kala, the woman director during the period 22.11.2022 to 22.12.2022. However, Ms. Praveena Kala resigned from the directorship of the Company w.e.f. 23.12.2022 and certified copy of the Board Resolution dated 23.12.2022 for her cessation is enclosed and marked as Annexure-“C”. The certified copy of the requisite e-form DIR-12 for cessation of such Woman Director as filed with ROC along with filing receipt and its attachments is also enclosed and marked as Annexure-“D”.
(c)Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 further provides that 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. Hence, the Company was required to appoint the woman director again by on or before 22.03.2023. However, the Company was able to induct another woman director, Ms. Sheetal Jhunjhunwala on 10.04.2023 only. The certified copy of the Board Resolution dated 10.04.2023 for her appointment is enclosed and marked as Annexure-“E”. The certified copy of the requisite e-form DIR-12 for appointment of such Woman Director as filed with ROC along with filing receipt and its attachments is also enclosed and marked as Annexure-“F”. Accordingly, non-compliance in this regard for delay in filling intermittent vacancy of a woman director was during the period 23.03.2023 to 09.04.2023 only.
2. E-Hearing not Requested
E. Order:
1. 1. The undersigned has been appointed as Adjudicating Officer under Section 454 of the Companies Act, 2013 (?Act?) for adjudging penalties under the provisions of the Act.
2. The Company was originally incorporated as Regal Resources Private Limited on 02.01.2012. Its name was changed to Regaal Resources Private Limited on 26.10.2015 and thereafter it was converted into a public limited company and renamed as Regaal Resources Limited pursuant to Certificate of Incorporation dated 30.03.2022.
3. This office is in receipt of a suo motu application for adjudication filed by the Company for the default under Section 149 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
4. Section 149(4) inter alia provides that every listed public company shall have at least one-third independent directors and the Central Government may prescribe the minimum number of independent directors for class/classes of public companies.
5. Rule 4 prescribes that specified classes of public companies shall have at least two directors as independent directors, including those meeting thresholds of paid-up share capital / turnover / aggregate outstanding loans, debentures and deposits; and also prescribes timelines for filling intermittent vacancy.
6. Where no specific penalty is provided elsewhere for contravention of provisions of Chapter XI, Section 172 provides the penalty on the company and every officer in default, including a continuing penalty per day subject to caps.
7. The Company states that upon conversion to a public company on 30.03.2022, it fulfilled the criteria attracting Rule 4 and was required to appoint at least two independent directors.
8. The Company has stated the due date for compliance as 29.06.2022.
The Company appointed two independent directors, Mr. Dinabandhu Mohapatra and Ms. Sheetal Jhunjhunwala, w.e.f. 10.04.2023 (Board Resolution dated 10.04.2023; DIR-12 filings enclosed by the Company). Further the Company states that it had earlier appointed Ms. Praveena Kala as an independent director, who resigned on 23.12.2022 (Board Resolutions and DIR-12 filings enclosed by the Company). Even during 22.11.2022?23.12.2022, only one was in place; the requirement under Rule 4 is at least two. Hence the default remained continuing until 09.04.2023.
9. In exercise of powers under Section 454 of the Companies Act, 2013, I hereby impose the following penalties for contravention of Section 149(4) read with Rule 4:
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
|
NAVNEET
BAHETI having DIN as 03048322 |
|
59000
|
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 Kolkata 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.
Arya Pyarelal,
Registrar of Companies
ROC Kolkata
