ROC Fines Company Over Delayed Regularization of Director

The Registrar of Companies (ROC), Bangalore, has fined a company named Scania Commercial Vehicles India for violating the relevant provisions of the Companies Act related to the regularization of the director.

Sven Johan Persson Schlyter was appointed as an additional director on 10.06.2021. His term was supposed to end by the next Annual General Meeting (AGM) or the last date on which the AGM should have been held, i.e., 30.11.2021, whichever came first. However, he was regularized as a director during a meeting held on 23.05.2022. He continued as a director of the company for 174 days. The Board of Directors allowed him to continue with a delayed regularization. This was against the provisions of Chapter XI of the Companies Act.

The said violation was voluntarily admitted by the company through a suo moto application, where the company disclosed its non-compliance with Section 161(1) of the Companies Act. Since there is no specific penalty for this violation, the company and its directors were held liable under Section 172 of the Companies Act. The ROC levied a penalty of Rs 1,36,500 on the company, Rs 1,00,000 each on its 4 directors, Rs 97,500 on one director, and Rs 75,500 on another director.

They must correct the default and pay the penalty amount within 90 days from their own money through the MCA Portal.