No Penalty Against Company as ROC Drops Proceedings for Non-Appointment of Independent Directors:

No Penalty Against Company as ROC Drops Proceedings for Non-Appointment of Independent Directors The Registrar of Companies (ROC) Patna, has passed an order under Section 454 of the Companies Act in favour of Aditya Vision Limited for an alleged Section 149(4) read with Section 172 of the Companies Act violation for failure to appoint Independent Directors. On 31st March 2016, the company had paid-up share capital of Rs.10.2 Crore and after the examination of records, it was alleged that the company had not appointed Independent Directors till 22 December 2020, which would amount to a violation of Section 149(4) of the Companies Act. On 19 May 2026, during the oral hearing, Company Secretary submitted that the said provision, Section 149(4) of the Act, applies only to specified Public companies and Listed Companies and not to a Private Company. The Company has argued that it was converted into a Public Limited Company on 21 September, 2016 and thereafter, it had appointed Additional Directors in the category of Independent Directors through a Board Meeting and the requisite filings of e-Form DIR-12 were also complied with. After a thorough perusal of all the evidence and records of the Ministry of Corporate Affairs, the Registrar of Companies (ROC) held that Section 149(4) of the Act was not applicable to the company during the period when it functioned as a Private Limited Company. The Registrar of Companies (ROC) also clarified that Appeal against this order could be filed in writing with the Regional Director, RD Kolkata, within a period of sixty days from the date of receipt of this order.