The Registrar of Companies (ROC), Kolkata, passed an order dated 12.02.2026 under Section 454 of the Companies Act, 2013, imposing penalty for violation of Section 149(1) read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The company, a public limited entity, was required to maintain at least one Woman Director. Following the resignation of its Woman Director with effect from 23.12.2022, the company was mandated to fill the intermittent vacancy by 22.03.2023. However, a new Woman Director was appointed only on 10.04.2023, resulting in non-compliance for 18 days from 23.03.2023 to 09.04.2023. Since no specific penalty is prescribed under Section 149 for such contravention, the residual penalty provision under Section 172 was invoked. Accordingly, a penalty of ₹59,000 each was imposed on the company and its two defaulting directors. The order directs payment within 90 days and provides a right of appeal to 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/01647 | 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_______________
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 N24956617, N29808052 & N28429306 for defaults under section 149 of the Companies Act, 2013 read with Rule 3 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 3 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 one-woman director. In the instant case, the Company fulfilling the requisite criteria, was having Ms. Praveena Kala, the woman director during the period 22.11.2022 to 22.12.2022. However, Ms. Praveena Kala resigned from the directorship of the Company w.e.f. 23.12.2022 and certified copy of the Board Resolution dated 23.12.2022 for her cessation is enclosed and marked as Annexure-“C”. The certified copy of the requisite e-form DIR-12 for cessation of such Woman Director as filed with ROC along with filing receipt and its attachments is also enclosed and marked as Annexure-“D”.
(c) Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 further provides that any intermittent vacancy of a woman director shall be filled up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy whichever is later. Hence, the Company was required to appoint the woman director again by on or before 22.03.2023. However, the Company was able to induct another woman director, Ms. Sheetal Jhunjhunwala on 10.04.2023 only. The certified copy of the Board Resolution dated 10.04.2023 for her appointment is enclosed and marked as Annexure-“E”. The certified copy of the requisite e-form DIR-12 for appointment of such Woman Director as filed with ROC along with filing receipt and its attachments is also enclosed and marked as Annexure-“F”. Accordingly, non-compliance in this regard for delay in filling intermittent vacancy of a woman director was during the period 23.03.2023 to 09.04.2023 only.
2. E-Hearing not Requested
E. Order:
1. 1. The undersigned has been appointed as Adjudicating Officer for the State of West Bengal under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, pursuant to the Central Government notification appointing Registrars of Companies as adjudicating officers.
2. This office is in receipt of suo motu application(s) for adjudication through Form GNL-1 vide SRN N24956617, N29808052 & N28429306 in respect of default under Section 149 of the Act read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
3. The company was incorporated on 02.01.2012 as Regal Resources Private Limited and thereafter:
? name changed to Regaal Resources Private Limited on 26.10.2015, and
? converted to a public company as Regaal Resources Limited on 30.03.2022.
4. Under Section 149(1) read with Rule 3, certain prescribed classes of public companies are mandated to have at least one Woman Director.
5. The company had Ms. Praveena Kala as Woman Director during 22.11.2022 to 22.12.2022. She resigned w.e.f. 23.12.2022 (Board Resolution dated 23.12.2022; DIR-12 filing/receipt and attachments).
6. Rule 3 further stipulates that any intermittent vacancy of a Woman Director shall be filled up at the earliest, but not later than the immediate next Board meeting or three months from the date of such vacancy, whichever is later.
7. Accordingly, the company was required to fill the intermittent vacancy on or before 22.03.2023. However, the company appointed Ms. Sheetal Jhunjhunwala as Woman Director only on 10.04.2023.
8. Therefore, the period of non-compliance is 23.03.2023 to 09.04.2023 (18 days).
9. The above facts establish contravention of Section 149(1) read with Rule 3 (Woman Director requirement and time-bound filling of intermittent vacancy).
10. Since no separate specific penalty is prescribed for this particular contravention under Section 149/Rule 3, the residual penalty provision under Section 172 applies.
11. In exercise of the powers conferred under Section 454 of the Companies Act, 2013, the undersigned hereby imposes penalty as under for violation of Section 149(1) read with Rule 3:
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 | 59000 | 0 | 300000 | |
| 2 | RAJ KUMAR KISHOREPURIA having DIN as 00711760 | 59000 | 0 | 100000 | |
| 3 | ANIL KISHOREPURIA having DIN as 00724328 | 59000 | 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
