ROC Mumbai imposed penalties under Section 172 of the Companies Act, 2013 on a public company and its officers for failing to fill vacancies of independent directors within the prescribed timeline under Section 149(4) read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The company originally had four independent directors, all of whom resigned during April and May 2024, causing the board to fall below the statutory minimum from 20 April 2024. Under the law, the vacancies had to be filled by the immediate next board meeting or within three months, whichever was later, i.e., by 18 July 2024. However, two independent directors were appointed only on 20 September 2024, resulting in a delay of about 64 days. The company admitted the default in its suo motu adjudication application. ROC held that the company and officers in default were liable for penalties of ₹81,500 each, including continuing default charges.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/04-2026/MH/02060 | Dated: 13/05/2026
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 FIRSTMERIDIAN BUSINESS SERVICES LIMITED [herein after known as Company] bearing CIN U74999MH2018PLC371978, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 401, 4TH FLOOR, OM SADAN BUILDING, MEHRA INDUSTRIAL ESTATE, LBS MARG, BEHIND JASWANTI LANDMARK, VIKHROLI WEST MUMBAI MUMBAI MUMBAI MAHARASHTRA INDIA 400079
Individual details:
In the matter relating to SRINIVASAN SATISH _________
In the matter relating to SUDHAKAR BALAKRISHNAN _________
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 – Whereas the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application dated 22.07.2025 filed by the Company, Mr. Sudhakar Balakrishnan, Whole-Time Director (DIN: 00062956) and Mr. Srinivasan Satish, Chief Financial Officer, (hereinafter referred to as the Applicants) under section 454 read with Section 172 of the Act for default under Section 149(4) of the Act on account of failure to fill the vacancy of an Independent Director within the prescribed period.
Section 149(4) of the Act states that:
(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.
Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 reads as under:
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
Provided further that any intermittent vacancy of an independent director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later
Whereas the Applicants have stated that the Company had 4 Independent Directors on board at the end of the Financial Year 2023-24 and thereafter all of them resigned in the month of April and May respectively of the year 2024. The Company did not have minimum number of independent directors on the board with effect from 20.04.2024. The due date for filing the vacancy was the date of immediate next Board Meeting which was held on 29.05.2024 or three months from the date of such vacancy whichever is later. Thus, the aforesaid vacancy was required to be filed by the Company on or before 18.07.2024.
However, the Company appointed Mr. Sanjay Pichholia (DIN: 07037878) and Mr. Pranay Luniya (DIN: 10760439) as
independent directors for a period of 5 years with effect from 20.09.2024 that is after a delay of 65 days from the due date, in contravention of section 149 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 of the Act.
2. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
E. Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/08-2025/MB/02393 dated 12.03.2026 was issued to the Company and its Officers in default namely SRINIVASAN SATISH (Chief Financial Officer) and , Mr. Sudhakar Balakrishnan, Whole-Time Director (DIN: 00062956) (hereinafter referred to as the Noticees) under Section 454 read with Section 172 for default under Section 149(4) of the Act.
B. The noticees submitted their reply on 25.03.2026 on E-adjudication portal and admitted the default.
C. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
D. On perusal of the said Suo Motu Application and reply submitted by the Applicants, it is observed that under the provisions of section 149 of the Act read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Applicant Company was required to maintain minimum number of independent directors on the Board. However, in the year 2023-2024, the Independent Directors on the board resigned in the month of April and May, 2024. The Company fell below the minimum requirement of Independent Directors with effect from 20.04.2024. Accordingly, the Applicant Company was required to fill the vacancy by the date of immediate next Board Meeting or three months from the date of such vacancy whichever is later that is on or before 18.07.2024. Such vacancy was filled up by appointing two Independent Directors with effect from 20.09.2024 with delay of 64 days. Thus, the Company and every officer of the company who is in default shall be liable for penalty under Section 172 of the Act.
F. Ergo, the Company and its every officer in default viz; Mr. SRINIVASAN SATISH (Chief Financial Officer) and Mr. Sudhakar Balakrishnan, Whole-Time Director (DIN: 00062956) shall be liable to a penalty of Rs.50,000/- for first default and Rs.500/- per day for continued default of 63 days that is Rs. 31,500 /- (Rupees Thirty-One Thousand Five Hundred only) aggregating to Rs. 81,500/- (Rupees Eighty-One Thousand Five Hundred only) subject to maximum penalty of Rs. 3,00,000/- (Rupees Three Lakhs only) for the Company and Rs.1,00,000/-(Rupees One Lakhs only) for its every Officer in default under provisions of Section 172 of the Act.
G. Being a Public Limited Company, it does not fall under the definition of small Company under Section 2(85) of the Act.
H. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances, I hereby impose a penalty of Rs. Rs. 81,500/- (Rupees Eighty-One Thousand Five Hundred only) on the Company and its every officer in default viz; Mr. SRINIVASAN SATISH (Chief Financial Officer) and Mr. Sudhakar Balakrishnan, Whole-Time Director (DIN: 00062956) under the penal provisions of Section 172 under section 149 of the Act read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 on account of delay to fill the vacancy of an Independent Director.
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 | FIRSTMERIDIAN BUSINESS SERVICES LIMITED having CIN as U74999MH2018P LC371978 | NA | 81500 | 0 | 300000 |
| 2 | SRINIVASAN SATISH having DIN as 03542380 | NA | 81500 | 0 | 100000 |
| 3 | SUDHAKAR BALAKRISHNAN having DIN as 00062956 | NA | 81500 | 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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai I
