The Registrar of Companies, Kolkata, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, passed an order dated 10.02.2026 imposing penalties for violation of Section 179, read with Section 450. The company had appointed its Chief Financial Officer (CFO) with effect from 01.03.2024, but the required Board resolution approving the appointment was passed only on 29.03.2024. Since appointment of a Key Managerial Personnel (KMP), including a CFO under Section 2(51), must be approved by a Board resolution at a duly convened meeting as mandated by Section 179, the retrospective effective date without prior resolution constituted a contravention. As no specific penalty is prescribed for such default, Section 450 was invoked. Penalties of ₹1,00,000 were imposed on the company and ₹38,000 each on the CFO and two directors. The defaulting officers were directed to pay penalties within 90 days, with an option to appeal before the Regional Director, Kolkata.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata
CORPORATE BHAWAN PLOT NO-II F/16, PRE NO. 05-0852 AA-III F AKANDAKESHARI, NEAR SHAPOORJI
NEWTOWN, Kolkata, WESTBENGAL, India, 700135
Phone: 8076272007
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/02-2026/KK/01637 | Dated: 10/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 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 REGAAL RESOURCES LIMITED [herein after known as Company] bearing CIN L15100WB2012PLC171600, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ?6TH FLOOR, D2/2, BLOCK-EP & GP, SECTOR-V NA KOLKATA KOLKATA WEST BENGAL INDIA 700091
Individual details:
In the matter relating to SAIKAT CHATTERJEE ____________
In the matter relating to ANIL KISHOREPURIA ____________
In the matter relating to KARAN KISHOREPURIA ____________
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – That this office is in receipt of Suo moto application for adjudication through Form GNL-1 vide SRN N24897514 & 29804457 for defaults under section 179 of the Act 2013.
(a) The Board of Directors of the Company vide its meeting held on 29.03.2024 appointed designated Mr. Saikat Chatterjee as Chief Financial Officer of the Company w.e.f. 01.03.2024. A certified copy of the resolution of the Board of Directors of the Company dated 29.03.2024 is enclosed and marked as Annexure ? ?C?. The requisite e-form DIR-12 for his appointment was filed with ROC vide SRN: AA7210679 on 30.03.2024 and a copy of the said form along with the filing receipt and its attachments is enclosed and marked as Annexure ? ?D?.
(b) In terms of Section 179 of the Act, certain powers on behalf of the Company can be exercised by the Board of Directors of the Company only by means of resolutions passed at the meetings of the Board and appointment of any Key Managerial Personnel of the company falls under that mandatory stipulated items which can be exercised only by means of resolution passed in the meeting of the Board of Directors of the Company. In terms of Section 2(51) of the Act, Chief Financial Officer of the Company is a Key Managerial Personnel in relation to a company and hence in the instant case appointment of Mr. Saikat Chatterjee as Chief Financial Officer of the Company w.e.f. 01.03.2024 without passing any resolution by the Board on 01.03.2024 was in contravention to the provisions of Section 179 of the Act. However, resolution for appointment of Mr. Saikat Chatterjee as Chief Financial Officer of the Company w.e.f. 01.03.2024 was passed by the Board of Directors of the Company on 29.03.2024 and the requisite form for such appointment was also filed with ROC.
(c) The offence under Section 179 of the Act is liable for penalty under the provisions of Section 450 of the Act. However, the matter can be adjudicated under the provisions of Section 454 of the said Act, and the applicant is making Suo-moto application for adjudication of the offence with good intention and following proper corporate ethics to resolve the matter as committed.
2. E-Hearing not Requested
E. Order:
1. This office is in receipt of suo motu application for adjudication through GNL1 filed vide SRN N24897514 and N29804457 for default stated to be under Section 179 of the Companies Act 2013.
The Company has stated, interalia, that: The BOD in its meeting held on 29.03.2024 appointed Mr Saikat Chatterjee as CFO of the company w.e.f 01.03.2024. DIR12 for the said appointed was filed with ROC vide SRN AA7210679 on 30.03.2027. The Company contends that since CFO is a KMP, appointment requires Board Resolution at a meeting and effective date being 01.03.2024 without Board Resolution passed on that date resulted in contravention, though the Board Resolution was passed later on 29.03.2024.
Accordingly the effective appointment being stated as 01.03.2024, without the supporting Board Resolution having been passed until 29.03.2024 constitutes a contravention on the Companys own showing.
Since the Act does not prescribe a specific penalty for this stated contravention under Section 179 in the facts presented, the penalty is attracted under Section 450.
In exercise of powers conferred under Section 454 of the Companies Act 2013, the undersigned here imposes penalty under Section 450 on the following:
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 | SAIKAT CHATTERJEE having PAN as AFHPC3834Q | 38000 | 0 | 50000 | |
| 2 | ANIL KISHOREPURIA having DIN as 00724328 | 38000 | 0 | 50000 | |
| 3 | KARAN KISHOREPURIA having DIN as 09228702 | 38000 | 0 | 50000 | |
| 4 | REGAAL RESOURCES LIMITED having CIN as L15100WB2012P LC171600 | 100000 | 0 | 200000 |
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 Kolkata 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.
Arya Pyarelal,
Registrar of Companies
ROC Kolkata
