ROC Ahmedabad Imposes Penalty for Delay in Appointment of Independent Directors

The Registrar of Companies (ROC), Ahmedabad, imposed penalties on Rotomotive Powerdrives Private Limited and its directors regarding failure to appoint the required number of Independent Directors within the mentioned time limit according to companies act.

The company filed Form GNL-1 on September 24, 2025, regarding a suo moto adjudication application submitted by M/s Rotomotive Powerdrives India Limited and its Director, Mr Umesh Mohan Balani. As per Section 149 of the Companies Act, 2013 and the related rules, the company was required to appoint at least two Independent Directors because its turnover as of March 31, 2021, was Rs. 107.92 crore, which exceeded the prescribed limit of Rs. 100 crore. Therefore, the company should have appointed the Independent Directors within three months (Before June 30, 2021). However, through inadvertent error, the company was unable to complete the process within the stipulated timeframe. Subsequently, it appointed one Independent Director, Mr Anil Kumar Raina, on March 31, 2025, followed by another Independent Director, Mr Pravin Nagindas Shah, on July 28, 2025.

The default period was from July 01, 2021, to July 28, 2025, which is 1488 days, and it was corrected on July 28, 2025. Further, an e-hearing was conducted after issuing notice under Section 454 of the Companies Act, 2013, as per the company’s suo moto request. In the order, it was observed that the company had violated Section 149 read with Rule 4, and the company had requested an ex parte order through its written communication. As a result, ROC imposed Rs. 3,00,000 on the company and Rs. 1,00,000 each on the company’s five directors.