The Registrar of Companies, Kolkata, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, imposed penalties for non-compliance with Section 149 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, punishable under Section 172. Upon conversion into a public limited company on 30.03.2022, the company was required to appoint at least two independent directors within three months, i.e., by 29.06.2022. However, it appointed one independent director only on 22.11.2022, who resigned on 23.12.2022, and achieved full compliance by appointing two independent directors only on 10.04.2023. The company admitted the default through a suo motu application. Considering the period of non-compliance, the Adjudicating Officer imposed a penalty of ₹1,91,500 on the company and ₹1,00,000 each on three officers in default. The penalties are payable within 90 days, with a statutory right of appeal before the Regional Director.
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/01646 Dated: 12/02/2026
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 RAJ KUMAR KISHOREPURIA ——-
In the matter relating to ANIL KISHOREPURIA ——–
In the matter relating to KARAN KISHOREPURIA ——–
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 for the State of West Bengal for the purposes of adjudging penalties under the Companies Act, 2013 (?Act?) in terms of notification issued by the Central Government under section 454 of the Act.
2. The present proceedings arise from a suo motu application filed by the Company for adjudication through Form GNL-1 vide SRN N24892580, N29802162 & N28430064 for alleged non-compliance of section 149 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
3. The Company was originally incorporated as Regal Resources Private Limited on 02.01.2012 at Kolkata, West Bengal, under the Companies Act, 1956.
4. The name was changed to Regaal Resources Private Limited on 26.10.2015.
5. The Company was converted into a public company and its name/status became Regaal Resources Limited pursuant to certificate dated 30.03.2022.
6. The Company states that upon becoming a public company on 30.03.2022 and being within the class of companies covered under section 149 read with Rule 4, it was required to have at least two Independent Directors.
7. The Company further states that it was required to appoint such Independent Directors on or before 29.06.2022.The Company appointed one Independent Director Ms. Praveena Kala w.e.f. 22.11.2022.Ms. Praveena Kala resigned/ceased w.e.f. 23.12.2022.The Company appointed two Independent Directors, namely Mr. Dinabandhu Mohapatra and Ms. Sheetal Jhunjhunwala, w.e.f. 10.04.2023
8. The Company has admitted applicability of section 149 read with Rule 4 to it, and has filed the present suo motu application accordingly. The Company complied with the requirement of two Independent Directors only on 10.04.2023. Taking the date asserted by the Company (29.06.2022) as the last date for compliance.
9. In exercise of powers conferred under section 454 of the Companies Act, 2013, the undersigned hereby imposes the following penalties for default under section 149 read with Rule 4, punishable under section 172:
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 | REGAAL RESOURCES LIMITED having CIN as L15100WB2012P LC171600 | 191500 | 0 | 300000 | |
| 2 | RAJ KUMAR KISHOREPURIA having DIN as 00711760 | 100000 | 0 | 100000 | |
| 3 | ANIL KISHOREPURIA having DIN as 00724328 | 100000 | 0 | 100000 | |
| 4 | KARAN KISHOREPURIA having DIN as 09228702 | 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
