The Registrar of Companies, Chennai, passed an adjudication order under Section 454 of the Companies Act, 2013 against Garuda Aerospace Limited for violation of Section 149(4) read with Rule 4 relating to the appointment of independent directors. The company, classified as an unlisted public company from 01.04.2025 with turnover exceeding ₹100 crore, failed to appoint the required number of independent directors within the prescribed timeline, resulting in a delay of 218 days. Although the company regularized the default by appointing directors on 05.11.2025, the non-compliance attracted penalty under Section 172. The adjudicating authority imposed a penalty of ₹1,59,000 on the company and ₹1,00,000 each on the defaulting officers. The authority noted that the default occurred without mala fide intent but held that statutory compliance was mandatory. The company and officers were directed to pay penalties within 90 days, with a right to appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/03-2026/CN/01829 | Dated: 26/03/2026
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. 698(E) dated 10/02/2026 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 GARUDA AEROSPACE LIMITED [herein after known as Company] bearing CIN U74900TN2015PLC102474, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at THIRD FLOOR, AGNI BUSINESS CENTRE, NO.24/46, K B DASAN ROAD, ALWARPET NA CHENNAI CHENNAI TAMIL NADU INDIA 600018
Individual details:
In the matter relating to RITHIKA MOHAN ___________
In the matter relating to . AGNISHWAR ___________
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 vide SRN: AC2384119 dated 20.02.2026 filed e-Form GNL-1 for e- adjudication under Section 454 of the Companies Act, 2013, for adjudication of Penalties for Non- Compliances or Default under section 149(4) of the Companies Act,2013 also filed Physical Application on 03.03.2026. The Company has advertently contravened the said provision, resulting in a default period of 218 days.
Section 149(4)
Every listed public company shall have at least one-third of the total number of Directors as independent Directors and the Central Government may prescribe the minimum number of independent Directors in case of any class or classes of public companies.
Explanation. -For the purposes of this sub-section, any fraction contained in such one-third number shall be rounded off as one.
Rule 4 Number of Independent Directors
1[(1)] The following class or classes of companies shall have at least two directors as independent directors –
(i) the Public Companies having paid up share capital of ten crore rupees or more; or
(ii) the Public Companies having turnover of one hundred crore rupees or more; or
(iii) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees
On perusal of the records and application filed by the company, it is noticed that the Company is constructed as unlisted public company with effect from 01-04-2025, having turnover of more than one hundred crore rupees. The Company contravened the provisions of section 149(4) r/w rule 4 of the Companies (Appointment and Qualification of Director) Rules, 2014 on account of delay in appointing the requisite number of Independent Directors on the board of the company and whereas, upon identification of the said non-compliance, the company, at the its Board meeting held on 05-11-2025, duly appointed the requisite number of Independent Directors. Hence, the company and its officers in default are violated the provisions of section 172 of the companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication on 06.03.2026 vide SCN/ADJ/03-2026/CN/03928. The Company vide letter dated 20.03.2026 submitted that during the non-compliance, it had inadvertently and without any mala fide intention, failed to appoint the required Independent Directors under Section 149(4) of the companies Act, 2013.The non-compliance was rectified at the Board Meeting held on 5.11.2025 with the constitution of the required Committees. The company further prayed to pass requisite order as the Hon?ble Registrar of Companies may deem fit and proper for adjudication of the Default or Non-compliances and penalties thereof, to serve justice as deemed appropriate.
Further the Adjudicating Authority has issued notice and scheduled for e-hearing and on 23.03.2026. The Company Secretary, Mr. D.Rangarajan, the authorized representative attended the e-hearing on behalf of the Company and made submissions that the violation may be adjudicated by taking a lenient view on the matter.
E. Order:
1. On perusal of the Adjudication Application and relevant forms, it is noticed that the company has failed to appoint Independent Directors under Section 149 of the Companies Act, 2013 read with Rule 4 of Companies (Appointment and Qualification of Directors) rules, 2014 within prescribed time (i.e., 01.04.2025). Since, the Company is constructed as Unlisted Public Company with effect from 01.04.2025, the Company, at the its Board meeting held on 05-11-2025, duly appointed the requisite number of Independent Director with a delay of 218 days. In view of the above, it is evident that the Company had contravened the provision of Section 149 of the Companies Act, 2013 and therefore the subject company and its officers in default are liable for penalty under 172 of the Companies Act, 2013.
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 | GARUDA AEROSPACE LIMITED having CIN as U74900TN2015P LC102474 | 159000 | 0 | 300000 | |
| 2 | RITHIKA MOHAN having DIN as 08116670 | 100000 | 0 | 100000 | |
| 3 | AGNISHWAR having DIN as 02288785 | 100000 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
