The Registrar of Companies, Kolkata I, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 149 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The company, originally incorporated as a private limited company in 2012 and converted into a public limited company on 30.03.2022, was required to appoint at least two independent directors within three months, i.e., by 29.06.2022. However, full compliance was achieved only on 10.04.2023 with the appointment of two independent directors. Although one independent director had been appointed on 22.11.2022, she resigned on 23.12.2022, and the company remained non-compliant from 30.06.2022 to 09.04.2023. Invoking Section 172, which provides penalty where no specific punishment is prescribed, the Adjudicating Officer imposed a penalty of ₹1,00,000 on the officer in default for continuing non-compliance, with directions for payment within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata I
4th Floor Plot No.IIIF/16, in AA-IIIF Rajarhat, New Town, Akandakeshari, Kolkata, West Bengal, India, 700135
Phone: 033-22877390
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/02-2026/WB/01673 Dated: 17/02/2026
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 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 NAVNEET BAHETI ——
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 –
That this office is in receipt of Suo moto application for adjudication through Form GNL-1 vide SRN N24892580, N29802162 & N28430064 for defaults under Section 149 of the read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
(a) The Company was originally incorporated as Regal Resources Private Limited? at Kolkata, West Bengal as a Private Limited Company under the provisions of erstwhile Companies Act, 1956 in terms of the Certificate of Incorporation dated 02.01.2012 issued by the Registrar of Companies, West Bengal. Subsequently, the name of the Company was changed from Regal Resources Private Limited to Regaal Resources Private Limited? pursuant to fresh Certificate of Incorporation dated 26.10.2015 issued by the Registrar of Companies, West Bengal consequent to change of name of the Company. Thereafter, the Company was converted to a public limited company, and the status of the Company was changed from Regaal Resources Private Limited to Regaal Resources Limited? pursuant to fresh Certificate of Incorporation dated 30.03.2022 as issued by the Registrar of Companies, West Bengal.
(b) In terms of Section 149 of the Act read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every Public Limited Company fulfilling certain criteria mentioned therein is required to appoint at least two directors as independent directors. Further, the said appointment is required to be made within three months. In the instant case, the Company which became a Public Limited Company on 30.03.2022 and was fulfilling the requisite criteria, was required to appoint at least two independent directors on or before 29.06.2022. However, the Company fulfilled the criteria for appointments of two independent directors on 10.04.2023 by appointing Mr. Dinabandhu Mohapatra and Ms. Sheetal Jhunjhunwala as Independent Directors w.e.f. 10.04.2023. The certified copy of the Board Resolution dated 10.04.2023 appointing these two people as Independent Directors is enclosed and marked as Annexure C. The certified copy of the requisite e-form DIR-12 for appointment of such Independent Directors as filed with ROC along with filing receipt and its attachments are also enclosed and marked as Annexure D.
(c) However, the Company had already appointed one Independent Director once on 22.11.2022 wherein Ms. Praveena Kala was appointed as an Independent Director and certified copy of the Board Resolution dated 22.11.2022 for such appointment of Independent Director is enclosed and marked as Annexure E. The certified copy of the requisite e-form DIR-12 for appointment of such Independent Director as filed with ROC along with filing receipt and its attachments is also enclosed and marked as Annexure F. However, Ms. Praveena Kala resigned on 23.12.2022 and the certified copy of the Board Resolution dated 23.12.2022 accepting her cessation as Independent Director is enclosed and marked as Annexure G. The certified copy of the requisite e-form DIR-12 for cessation of such Independent Director as filed with ROC along with filing receipt and its attachments are also enclosed and marked as Annexure H.
2. E-Hearing not Requested
E. Order:
1.
1. The undersigned has been appointed as Adjudicating Officer under Section 454 of the Companies Act, 2013 (?Act?) for adjudging penalties under the provisions of the Act.
2. The Company was originally incorporated as Regal Resources Private Limited on 02.01.2012. Its name was changed to Regaal Resources Private Limited on 26.10.2015 and thereafter it was converted into a public limited company and renamed as Regaal Resources Limited pursuant to Certificate of Incorporation dated 30.03.2022.
3. This office is in receipt of suo motu application for adjudication for default under Section 149 read with Rule 4.
4. The Company was originally incorporated as Regal Resources Private Limited on 02.01.2012; name changed to Regaal Resources Private Limited on 26.10.2015; and thereafter converted into a public company as Regaal Resources Limited pursuant to certificate dated 30.03.2022.
5. The Company stated that upon becoming a public company on 30.03.2022 and being covered under section 149 read with Rule 4, it was required to appoint at least two independent directors on or before 29.06.2022. The Company achieved full compliance only on 10.04.2023 by appointing Mr. Dinabandhu Mohapatra and Ms. Sheetal Jhunjhunwala as Independent Directors w.e.f. 10.04.2023.
6. The Company had appointed one Independent Director Ms. Praveena Kala w.e.f. 23.12.2022. Accordingly, the Company remained in non-compliance for the period from 30.06.2022 to 09.04.2023.
7. In exercise of the powers conferred under section 454 of the Companies Act, 2013, the undersigned hereby imposes the penalties as below for violation of section 149 read with Rule 4, punishable under section 172 of the Act.
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 | NAVNEET BAHETI having DIN as 03048322 |
|
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 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
