The Registrar of Companies, Chandigarh passed an adjudication order dated 7 January 2026 imposing penalties under Section 454 read with Section 172 of the Companies Act, 2013 for non-compliance with the second proviso to Section 149(1) of the Act. The proceedings arose from a suo motu application filed by the company admitting default in appointing a woman director, as mandated under law. The requirement became applicable upon crossing the prescribed threshold, obligating the company to appoint at least one woman director within six months. However, the company failed to comply for the period from 22 November 2024 to 27 March 2025. The default was subsequently rectified on 28 March 2025 by appointing independent directors. As no specific penalty is provided for such contravention under the relevant chapter, penalties were imposed under the residuary provision. A penalty of ₹50,000 was levied on the company and ₹50,000 each on the officers in default, with directions to pay the amounts within the stipulated period.
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/01346 Dated: 07/01/2026
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 withCompanies (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 VISHAL GARG …………….
In the matter relating to DUSHYANT KUMAR………..
In the matter relating to JASBIR SINGH……….
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 Company has filed Suo moto application for adjudication vide SRN AB7882829 dated 01.10.2025 for the purpose of Adjudication of Penalties for non- compliance to the second proviso to section 149(1) 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 during the preceding three financial years. The Company was required to appoint at least one-woman director within a period of six months from the audited financial statements when it became applicable for the first time. But the Company failed to appoint a woman director for the period from 22.11.2024 to 27.03.2025. Thus, it is evident that company has violated the provisions of Section 149(1) of the Companies Act, 2013 as above and Default has been made good on 28.03.2025 by appointing Independent directors.
2. NA
E. 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 | SAEL INDUSTRIES LIMITED having CIN as U40106PB2022P LC055755 | 50000 | 0 | 300000 | |
| 2 | VISHAL GARG having PAN as AFKPG5276K | 50000 | 0 | 100000 | |
| 3 | DUSHYANT KUMAR having PAN as APNPK8847H | 50000 | 0 | 100000 | |
| 4 | JASBIR SINGH having DIN as 01668231 | 50000 | 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.
Anupam Vashista,
Registrar of Companies
ROC Chandigarh
