The interval between the meetings stretched to 142 days, authorities had to step in to determine the appropriate penalty for this procedural lapse.

Fact of the case

CDPQ India Private Limited missed the legal deadline for board meetings as required by Section 173(1) of the Companies Act, 2013, which mandates that no more than 120 days should pass between meetings. They held their first meeting of 2024 on February 26 but failed to reconvene by the June 25 deadline, instead meeting on July 18, resulting in a 22-day delay. Acknowledging this oversight, the company proactively submitted a request for an official review via e-form GNL-1 without needing a formal hearing.

Issue of the case

Whether the company and its officers, Elyse Bedwani and Pallavi Bhargava, violated Section 173(1) of the Companies Act, which limits the interval between board meetings to 120 days. Since the interval reached 142 days, authorities needed to determine the appropriate penalty for this breach.

Decision of the Registrar of Companies

The Registrar of Companies has imposed a penalty of Rs. 32,000 each on CDPQ India Private Limited, Elyse Bedwani, and Pallavi Bhargava for the 22-day delay. The individuals must pay these fines from their own personal funds. Payment must be made within 90 days via the e-adjudication portal, and the company must disclose this incident in its next board report. If they wish to contest the order, an appeal can be filed with the Regional Director in Delhi within 60 days.