ROC Penalises Company and Directors Over Woman Director Appointment Delay [Read Order]

The Registrar of Companies (ROC), Ahmedabad, has issued an adjudication order under Section 454 of the Companies Act, 2013, penalising a company and its directors for violation of Section 149(1) read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The order, dated December 15, 2025, followed a suo motu application filed by the company acknowledging non‑compliance with the requirement to appoint a woman director.

Under Section 149(1) and Rule 3, certain classes of companies are mandated to appoint at least one woman director on their boards. For the company in question, the obligation became applicable from April 1, 2021, with a cooling period expiring on July 1, 2021. However, the appointment was delayed until January 1, 2022, resulting in a default period from July 1, 2021 to January 7, 2022.

The ROC noted that despite eventual compliance, the delay constituted a violation attracting penalty under Section 172. After considering the suo motu application and noting the non‑appearance of company representatives at the e‑hearing, the ROC imposed penalties of ₹1,45,500 on the company and ₹1,00,000 each on directors Inamulhaq Shamsulhaq Iraki and Abdulhaq Shamsulhaq Iraki.

Complete Supreme Court Judgment on GST from 2017 to 2024 with Free E-Book Access, Click here

The order directs rectification of the default and payment of penalties within 90 days via the MCA’s e‑Adjudication portal.

It also stipulates that penalties imposed on directors must be paid from their personal sources. Appeals may be filed before the Regional Director, Ahmedabad, within 60 days in Form ADJ, accompanied by a certified copy of the order.

Support our journalism by subscribing to Taxscan premium. Follow us on Telegram for quick updates