The Registrar of Companies, Bangalore, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, examined a suo-motu application concerning non-compliance with Section 161(1) relating to the tenure of an additional director. The Board had appointed an additional director on 10 June 2021, whose tenure lawfully ended on the date of the next AGM or the last date on which the AGM should have been held, i.e., 30 November 2021. However, the director continued in office until being regularised by shareholders at the AGM held on 23 May 2022, resulting in an unauthorised continuation of 174 days. The adjudicating authority held that allowing such continuation violated the provisions of Chapter XI of the Act. As no specific penalty is prescribed for this default, Section 172 was invoked. Since the company did not qualify as a small company, lesser penalty provisions were held inapplicable. Monetary penalties were imposed on the company and each officer in default, with directions for payment within the prescribed time and liberty to appeal.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/02-2026/BL/01605 | Dated: 09/02/2026
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 SCANIA COMMERCIAL VEHICLES INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U35999KA2011FTC056984, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. 64-66, 88-97, NARASAPURA KIADB INDUSTRIAL AREA, ACHHATANAHALLI VILLAGE, NARASAPURA HOBLI NA KOLAR KOLAR KARNATAKA INDIA 563133
Individual details:
In the matter relating to JAN ERIK ANDARK _________
In the matter relating to NILS ANDERS GUSTAFSSON _________
In the matter relating to PETR NOVOTNY _________
In the matter relating to SVEN JOHAN PERSSON SCHLYTER _________
In the matter relating to SUNIL KUMAR GUPTA _________
In the matter relating to PER GUNNAR LUNDBERG _________
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 a suo-motu application on 18.11.2024 regarding non- compliance of section 161(1) of the Act. It has been submitted that the Board of directors appointed Mr. Sven Johan Persson as an additional director through a Board Resolution in a Board meeting held on 10.06.2021, and his term as an additional director was set to continue until the next AGM or the last date on which the AGM should have been held i.e. 30.11.2021, which is earlier. However, he was regularized as a director of the company during the AGM held on 23.05.2022. It is noticed that Mr. Sven Johan Persson?s tenure as a director had concluded on 31.11.2021 and was regularised by the shareholders of the company on 23.05.2022. Mr. Sven Johan Persson continuing as a director of the company for the duration 01.12.2021 to 23.05.2022 (174 days), and the company and its existing Board of directors allowing him to continue with a delayed regularisation by the shareholders is not as per the provisions of Chapter XI of the Act, rendering Mr. Sven Johan Persson, the company and the directors liable for penal action. As no specific penalty or punishment is provided for this non-compliance, Mr. Sven Johan Persson, the company and the directors of the company are liable under section 172 of the Act.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu application regarding non- compliance of section 161(1) of the Act. It has been submitted that the Board of directors appointed Mr. Sven Johan Persson as an additional director through a Board Resolution in a Board meeting held on 10.06.2021, and his term as an additional director was set to continue until the next AGM or the last date on which the AGM should have been held i.e. 30.11.2021, which is earlier. However, he was regularized as a director of the company during the AGM held on 23.05.2022.
It is noticed that Mr. Sven Johan Persson?s tenure as a director had concluded on 30.11.2021 and was regularised by the shareholders of the company on 23.05.2022. Mr. Sven Johan Persson continuing as a director of the company for the duration 01.12.2021 to 23.05.2022 (i.e. for 174 days), and the company and its existing Board of directors allowing him to continue with a delayed regularisation by the shareholders is not as per the provisions of Chapter XI of the Act, rendering Mr. Sven Johan Persson, the company and the directors liable for penal action. As no specific penalty or punishment is provided for this non-compliance, Mr. Sven Johan Persson, the company and the directors of the company are liable under section 172 of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 16.07.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 30.12.2025. The company and officers in default have submitted their replies on the e-Adjudication portal vide letter dated 25.07.2025 stating the same facts and figures regarding the non-compliance and its duration as provided in the adjudication application. e-Hearing was scheduled on 13.01.2026 which was attended by Mr. Biswajit Ghosh, practising company secretary and authorized representative of company and officers in default who made the submissions as per the adjudication application filed. The order is issued based on the application, notice for adjudication, replies received and submissions made at the time of hearing.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per section 446B of the Act shall not be applicable in the case.
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 | SCANIA COMMERCIAL VEHICLES INDIA PRIVATE LIMITED having CIN as U35999KA2011F TC056984 | 136500 | 0 | 300000 | |
| 2 | JAN ERIK ANDARK having DIN as 08167508 | 100000 | 0 | 100000 | |
| 3 | NILS ANDERS GUSTAFSSON having DIN as 08167544 | 100000 | 0 | 100000 | |
| 4 | PETR NOVOTNY having DIN as 08275525 | 100000 | 0 | 100000 | |
| 5 | SVEN JOHAN PERSSON SCHLYTER having DIN as 09184785 |
100000 | 0 | 100000 | |
| 6 | SUNIL KUMAR GUPTA having DIN as 09486012 | 97500 | 0 | 100000 | |
| 7 | PER GUNNAR LUNDBERG having DIN as 09538240 | 75500 | 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 Hyderabad 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
