The Registrar of Companies, Ahmedabad, passed an order dated 23 February 2026 under Section 454 of the Companies Act, 2013, adjudicating penalties for violation of Section 149 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The company’s turnover as on 31 March 2021 exceeded ₹100 crore, triggering a statutory obligation to appoint at least two Independent Directors within three months. However, the company failed to comply by 30 June 2021 and appointed the required Independent Directors only on 31 March 2025 and 28 July 2025, resulting in a default period of 1,488 days. Acting on a suo motu adjudication application and after conducting an e-hearing, the Adjudicating Officer held the company and its officers in default liable under Section 172. A penalty of ₹3,00,000 was imposed on the company and ₹1,00,000 each on five directors, payable within 90 days, with appeal permitted within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat,
India, 380013
Phone: 079-27438531
E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/02-2026/AD/01691 | Dated: 23/02/2026
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 ROTOMOTIVE POWERDRIVES INDIA LIMITED [herein after known as Company] bearing CIN U31103GJ2006PLC048638, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at R. S. NO 223 TA. BORSAD, NA NAPA TALPAD ANAND GUJARAT INDIA 388560
Individual details:
In the matter relating to UMESH MOHAN BALANI________________________________
In the matter relating to NEELAM UMESH BALANI ________________________________
In the matter relating to GIORGIO BOSIO ________________________________
In the matter relating to ASHISHKUMAR AGARWAL ________________________________
In the matter relating to BATUK PURSHOTTAM DAVE ________________________________
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 GNL-1 vide SRN AB7282857 dated 24.09.2025 in the matter of Suo moto adjudication application made by M/s. Rotomotive Powerdrives India Limited and Mr. Umesh Mohan Balani, Director. As per Suo moto adjudication application clause 4 pursuant section 149 of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 to appoint at least two Independent Directors. The turnover of the Company as on 31.03.2021 was Rs. 107, 92,97,822/-. Thus, it exceeded the limit of Rs. 100 crores and this imposed obligation on the company to appoint at least two Independent Directors within period of three months from 31.03.2021. However, through inadvertence, the company could not appoint Independent Directors on or before 30th June, 2021 but, it appointed one Independent Director Mr. Anil Kumar Raina on 31.03.2025 and another Independent Director Mr. Pravin Nagindas Shah on 28.07.2025. Thus, the company has complied with provisions of Section 149 (4) read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The default period from 01.07.2021 to 28.07.2025 (1488 days) and the default was made good on 28.07.2025. The penal provisions of section 172 of the Companies Act, 2013.
2. As per the suo-moto request of the company, e-hearing was conducted after duly issuing the notice as per the provisions of sec 454 of the Companies Act, 2013
E.Order:
1. The company is found to have violated sec 149 of the Companies Act, 2013 as per Rule 4 of Companies (Appointment and Qualifications of Director) Rules, 2014. The company had sought an ex-parte order as per their written communication.
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 | ROTOMOTIVE POWERDRIVES INDIA LIMITED having CIN as U31103GJ2006P LC048638 | 300000 | 0 | 300000 | |
| 2 | UMESH MOHAN BALANI having DIN as 00273387 | 100000 | 0 | 100000 | |
| 3 | NEELAM UMESH BALANI having DIN as 02260056 | 100000 | 0 | 100000 | |
| 4 | GIORGIO BOSIO having DIN as
03632812 |
100000 | 0 | 100000 | |
| 5 | ASHISHKUMAR AGARWAL having DIN as 07496359 | 100000 | 0 | 100000 | |
| 6 | BATUK PURSHOTTAM DAVE having DIN as 07966990 | 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 Ahmedabad 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.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
