The Registrar of Companies (ROC) in Ahmedabad, acting as the adjudicating officer, has issued a penalty against SPUNWEB NONWOVEN LIMITED and its two directors, Dineshbahai Hansrajbhai Kagthara and Jay Dilipbhai Kagathara, for a violation of Section 173(4) of the Companies Act, 2013. The case was initiated after the company, during an internal due diligence process, identified a failure to comply with Section 173(1) of the Act, which requires a company to hold a minimum of four board meetings annually with a gap of no more than 120 days between consecutive meetings.
The specific default occurred during the financial year 2021-22, where the gap between the board meetings held on September 19, 2021, and February 3, 2022, exceeded the prescribed 120-day limit. Following the discovery of this non-compliance, the company and its directors submitted a suo-moto application to the ROC. After a hearing on June 25, 2025, the adjudicating officer issued an order to impose a penalty. The order specifies a penalty of ₹25,000 each for both directors, which is to be paid from their personal funds within 90 days. The order also provides information regarding the appeals process, instructing that any appeal must be filed with the Regional Director in Ahmedabad 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/07-2025/AD/00478 Dated: 16/07/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 173(4) 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 SPUNWEB NONWOVEN LIMITED [herein after known as Company] bearing CIN U17291GJ2015PLC084107, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at null
Individual details:
In the matter relating to DINESHBHAI HANSRAJBHAI KAGTHARA [herein after known as individual] having DIN 07245817 and having its address at MARUTI NANDAN, BLOCK NO.47 Rajkot Gujarat India 360004
In the matter relating to JAY DILIPBHAI KAGATHARA [herein after known as individual] having DIN 07335356 and having its address at JAY KISHAN, STREET NO.1, GOLDEN PARK Rajkot Gujarat India 360004
C. Provisions of the Act:
Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – As per Section 173(1) Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board:
The applicants submit that internal legal due diligence was carried by a firm of independent professional for secretarial compliances by the company under the provisions of the Companies Act, 2013. During the process of verification of minutes books of the meeting of board of directors held during the financial year 2021-22, it was noticed that gap between two board meetings. i.e. meeting held on 19.09.2021 and 03.02.2022 was more than 120 days which was not in compliance with the provisions of section 173 (1) of the Companies Act, 2013 during the financial year 2021-22
2. As per the request made by the company/Officers hearing was provided on 25.06.2025.
E. Order:
1. The Company and officers have submitted suo-moto application. Therefore, I hereby imposed penalty on company and its KMPs
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 | DINESHBHAI HANSRAJBHAI KAGTHARA having DIN as 07245817 | 25000 | 0 | 25000 | |
| 2 | JAY DILIPBHAI KAGATHARA having DIN as 07335356 | 25000 | 0 | 25000 |
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
