The Registrar of Companies Kolkata passed an order dated 17 February 2026 under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 149 read with Section 172. Regaal Resources Limited, originally incorporated as a private company in 2012 and converted into a public limited company on 30 March 2022, was required to appoint at least one woman director within six months, i.e., by 29 September 2022. However, the company appointed a woman director only on 22 November 2022, resulting in non-compliance from 30 September 2022 to 21 November 2022. The default was admitted through a suo motu application. Holding that appointment of a woman director is a statutory obligation, the Adjudicating Officer imposed penalties of ₹76,000 each on the company and three officers in default. The default was rectified, but penalties were levied for the period of continuing non-compliance.
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/01672 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 ——
In the matter relating to RAJ KUMAR KISHOREPURIA ——-
In the matter relating to ANIL KISHOREPURIA ——
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 N24955858 & N29804895 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. Further, the said appointment is required to be done within six months. In the instant case, the Company which became a Public Limited Company on 30.03.2022 and was fulfilling the requisite criteria, was required to appoint at least one woman director on or before 29.09.2022. However, the Company fulfilled the criteria for appointment of an woman director on 22.11.2022 by appointing Ms. Praveena Kala, the woman director and certified copy of the Board Resolution dated 22.11.2022 for such appointment is enclosed and marked as Annexure ? ?C?. 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 ? ?D?. Hence, the non-compliance in this regard for not having a woman director was during the period 30.09.2022 to 21.11.2022 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.In terms of Section 149 of the Act read withs (Appointment and Qualification of Directors) Rules, 2014, the Company (being a public company fulfilling the specified criteria) was required to appoint at least one woman director within six months; accordingly, the due date for compliance was 29.09.2022.The Company appointed Ms. Praveena Kala 22.11.2022 (Board Resolution dated 22.11.2022; DIR-12 filed).
4.The requirement to have a woman director (where applicable under Rule 3) is a clear statutory compliance obligation. The Company itself admits that it became a public company on 30.03.2022 and the compliance was required by 29.09.2022 but was achieved only on 22.11.2022, resulting in a continuing default for the period stated in para 2.4 above.
5.Therefore, the Company and the officers who were in default during the relevant period are liable for penalty under Section 172 of the Act. Section 172 provides a penalty of ?50,000, and in case of continuing failure, ?500 per day, subject to a cap of ?3,00,000 for the company and ?1,00,000 for each officer in default. Since the Company has already appointed a Woman Director on 22.11.2022, the default stands rectified.
6.In exercise of the powers conferred under Section 454 of the Companies Act, 2013, the undersigned hereby imposes penalty for violation of Section 149 red with Section 172 as below:
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 | REGAAL RESOURCES LIMITED having CIN as L15100WB2012P LC171600 | 76000 | 0 | 300000 | |
| 2 | NAVNEET BAHETI having DIN as 03048322 | 76000 | 0 | 100000 | |
| 3 | RAJ KUMAR KISHOREPURIA having DIN as 00711760 | 76000 | 0 | 100000 | |
| 4 | ANIL KISHOREPURIA having DIN as 00724328 | 76000 | 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
