No Resident Director for 2,297 Days: ROC Slaps Penalty on Company and Its Directors for Section 149(3) Violation

The Registrar of Companies (ROC) Bangalore has levied a penalty of Rs 6 lakh on Indo-mim Limited and its three directors for failure to comply with the provisions of Section 149(3) of the Companies Act 2013. The penalty imposition has been announced through an order of adjudication dated March 09, 2026, passed under Section 454 of the act.

The company had voluntarily filed an adjudication application, accepting the non-compliance of Section 149(3) of the Act committed by it. As per the provisions of the said section, a registered company is mandated to have at least one director who stays in India for a total period of not less than 182 days during the financial year.

One of the company’s directors, named Mr Parasuraman Balasubramanian, resigned from the company on December 14, 2017. Thereafter, from the date of his resignation till March 29, 2024, the company did not have any director possessing residential status. After that, all the other directors of the company were residents of the USA and also could not achieve the residential status as per the requirements of the provisions of the said section.

The company further claimed that during the period in default, the directors could not travel to India due to unavoidable circumstances beyond their control. To be compliant with the provisions of section 149(3) of the Act and resolve the default, the company had made an appointment of three additional directors on March 30, 2024. However, even after this correction, the company did not possess a resident director for 2297 days, which is an explicit contravention of the provisions of Section 149(3) of the Income Tax Act and, hence, liable for penal action under Section 172 of the Companies Act.

Considering the same, the ROC Bangalore imposed a penalty amounting to Rs. 3 lakh on the company, Indo-mim Limited, and Rs. 3 lakh on its three directors named Krishna Chivukula, Krishna Chivukula Jr, and Santosh Kumar Dash. They have been asked to rectify the default and make payment of the imposed penalty within 90 days of receiving the order.