ROC Delhi Imposes Penalty for Delay in Appointing Independent Directors

The Registrar of Companies, Delhi II, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 172 arising from non-compliance with Section 149(4) relating to the appointment of Independent Directors. The company became liable to appoint at least two Independent Directors with effect from 01.04.2017 but appointed them only on 06.06.2024, resulting in a delay of 2,623 days. The company admitted the default, stated that efforts had been made to identify suitable Independent Directors, voluntarily disclosed the default through suo motu filing of e-Form GNL-1, and contended that liability should extend only to persons falling within the definition of “officer who is in default” under Section 2(60). The Adjudicating Officer held that the violation of Section 149(4) stood established, considered the voluntary disclosure and rectification as mitigating circumstances, examined the liability of each noticee independently under Section 2(60) and MCA General Circular No. 01/2020, imposed penalties of ₹3,00,000 on the company and ₹1,00,000 each on three officers, and dropped proceedings against the remaining noticees.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in

Order ID: PO/ADJ/07-2026/DC/02555 Dated: 17/07/2026

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 SHARP AGRICOM LIMITED [herein after known as Company] bearing CIN U01400DL2010PLC210589, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO.9, LSC, GUJRANWALA TOWN, PART-I, NA DELHI DELHI INDIA 110009

Individual details:

In the matter relating to VIDHI GOEL —————

In the matter relating to RAM KUMAR JANGID ————-

In the matter relating to SANJAY SINGHAL ————

In the matter relating to VIKAS JAIN ——————

In the matter relating to MANU GUPTA ——————

In the matter relating to JOGESH CHANDRA LANGTHASA ———————–

In the matter relating to MUKESH YADAV ———————

In the matter relating to ROOPALI BANSAL ———————

In the matter relating to VISHAKHA SETHI ——-

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 – 1.Company has suo-moto applied for adjudication in e-form GNL-1 vide SRN: AC1167352 dated 12.01.2026 for default under Section 149 of the Companies Act, 2013. The company exceeded the prescribed threshold limit of turnover as prescribed under section 149(4) read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 during F.Y. 2016-17 and thus, the company was required to appoint at least two Independent Directors on its Board on 01.04.2017.

2.However, it was only 06.06.2024 that the Company appointed Mr. Hargovind Sachdev and Ms. Mita Namonath Jha as Independent Directors and subsequently filed e-Form DIR-12 on 06.06.2024 vide SRN AA8385955. Accordingly, there has been a delay of 2,623 days i.e., from 01.04.2017 to 06.06.2024.

Thus, in view of the above, the company and its officers needs to show cause as to why penal action under Section 172 of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the Section 149(4) of CA, 2013.

2. E-hearing not sought by any of the noticees.

E. Order:

1. 1. Examination of the records available on the MCA-21 portal revealed that the company became liable to appoint the requisite number of Independent Directors under Section 149(4) of the Companies Act, 2013 during the financial year 2016­17. The Company, however, failed to appoint the required Independent Directors within the prescribed period and continued to remain non-compliant until 06.06.2024, when the Board was regularised by appointing Independent Directors. Consequently, Show Cause Notices were issued to the Company and the concerned officers proposing adjudication of penalty under Section 172 of the Act.2. In its written reply, the Company admitted the default. It submitted that after becoming liable to appoint Independent Directors, efforts were made to identify suitable candidates but the process could not be completed within the prescribed time. It was further stated that the lapse was neither deliberate nor motivated by any mala fide intention. The Company pointed out that the default was subsequently rectified by appointing two Independent Directors on 06.06.2024, following which e-Form DIR-12 was filed. It also voluntarily reported the default by filing suo motu e-Form GNL-1 on 12.01.2026 seeking adjudication. The Company further contended that liability under Section 172 should be restricted to the Company and only those persons who satisfy the definition of officer who is in default under Section 2(60), placing reliance on MCA General Circular No. 01/2020 dated 02.03.2020.3. The Company has unequivocally admitted the contravention of Section 149(4). The explanation that suitable Independent Directors could not be identified within time, or that the default was not intentional, cannot dilute the statutory obligation cast upon the Company. The records establish that the Company became liable to appoint Independent Directors with effect from 01.04.2017 and regularised the position only on 06.06.2024. The violation of Section 149(4) therefore stands established.4. At the same time, the fact that the Company voluntarily disclosed the default through suo motu filing of e-Form GNL-1, cooperated during the proceedings and rectified the default before the present adjudication is a relevant mitigating circumstance. While these factors cannot absolve the Company or the persons liable under the Act, they have been taken into consideration while determining the liability in the present case.5. The liability of each noticee has been examined independently with reference to Section 2(60) of the Companies Act, 2013 and MCA General Circular No. 01/2020 dated 02.03.2020. The Circular makes it clear that liability cannot be fastened merely because a person holds the office of Director. It must be established that the individual was entrusted with the relevant statutory responsibility or otherwise falls within the scope of “officer who is in default” as defined under Section 2(60).6. The Company admittedly remained in violation of Section 149(4) for a substantial period. Being the principal offender, Sharp Agricom Limited is liable for penalty under Section 172 of the Act.7. In respect of Mr. Sanjay Singhal, the Company’s own reply states that he has been associated with the affairs of the Company since its incorporation, actively participated in its management, signed statutory filings and was responsible for regulatory compliances. The material available on record also supports this position. He was, therefore, in charge of and responsible for the conduct of the business of the Company during the relevant period and squarely falls within the ambit of Section 2(60). He is accordingly liable for penalty under Section 172 of the Act.8. As regards Ms. Vidhi Goel, the material available on record indicates that she functioned as a Non-Executive Director. There is nothing on record to show that she was entrusted with statutory compliances or that the continuing default occurred with her consent, connivance or attributable neglect. Inh absence of such material, she cannot be regarded as an officer in default within the meaning of Section 2(60). The proceedings against her are, therefore, dropped.9. Mr. Vikas Jain also served as a Non-Executive Director. The records do not indicate that he was entrusted with day to day management or compliance functions, nor is there any material to show that the default was attributable to his consent, connivance or neglect. Mere designation as a Non-Executive Director is insufficient to attract liability under Section 2(60). Accordingly, the proceedings against him are dropped.10. In respect of Mr. Manu Gupta, the Company submitted that he served only as a professional Non-Executive Director and was neither a promoter nor a Key Managerial Personnel entrusted with statutory compliances. This submission has been examined in the light of the records available on the MCA-21 portal and the documents placed on record. No material has been found to establish that he was entrusted with responsibility for compliance with Section 149(4) or otherwise falls within any of the categories specified under Section 2(60). In these circumstances, proceedings against him are liable to be dropped.The Company has taken the same defence in respect of Mr. Jogesh Chandra Langthasa and Mr. Mukesh Yadav, stating that both served only as professional Non-Executive Directors, were neither promoters nor Key Managerial Personnel, and were not entrusted with responsibility for ensuring compliance with Section 149(4) of the Act. This contention has been examined with reference to the records available on the MCA-21 portal and the documents placed on record. No evidence has emerged to show that either of them was responsible for statutory compliances or otherwise falls within the scope of officer who is in default as defined under Section 2(60) of the Companies Act, 2013. In the absence of any material indicating their involvement in, or responsibility for, the continued non-compliance, mere holding of the office of Non-Executive Director is not sufficient to attract liability. Accordingly, I am of the considered view that proceedings against Mr. Jogesh Langthasa and Mr. Mukesh Yadav are liable to be dropped.11. Mr. Ram Kumar Jangid, who served as Company Secretary for a brief period, also cannot be held liable in the facts of the present case. Although a Company Secretary is included within the ambit of Section 2(60), the material on record does not establish that the continuing default is attributable to any omission, neglect or failure on his part. Considering his limited tenure and the absence of evidence connecting him with the continuation of the default, the proceedings against him are dropped.12. Insofar as Ms. Roopali Bansal and Ms. Vishakha Sethi are concerned, the material available on record establishes that they fall within the category of officers in default under Section 2(60) during the relevant period. No sufficient material has been produced to exclude their liability. They are, therefore, liable for penalty under Section 172 of the Act.Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie noncompliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provision of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.Note: Owing to some technical issue, the penalty to be imposed on ROOPALI BANSAL and VISHAKHA SETHI could not be provided in column D of table. Thus, penalty amount imposed on them is provided in column E of below table.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

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 Delhi 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.

Gaurav 1,
Registrar of Companies
ROC Delhi II