Adjudication order of penalties u/s 454(5) of Companies Act, 2013 in the matter of M/s.RING PLUS AQUA LIMITED.

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BEFORE THE REGIONAL DIRECTOR, WESTERN REGION MINISTRY OF CORPORATE AFFAIRS, MUMBAI

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) APPEAL UNDER 454(5) OF COMPANIES ACT, 2013 AGAINSTBZ,ORDERNOU, 200 PASSED FOR OFFENCES COMMITTED UNDER SECTION 149{1) OF THE COMPANIES ACT, 2013.

In the matter of RING PLUS AQUA LIMITED & ORS. 1. Ring Plus Aqua Limited - Company 2. Shri Parthiv Tanil Kilachand - Director Be Shri Ravikant Uppal - Director 4, Shri Bhuwan Kumar Chaturvedi - Director 5. Shri Satish Chand Mathur - Director 6. Shri Balasubramanian Vishwanathan - Director a Shri Shiv Surinder Kumar - Director , ... Appellants Present: 1)2) AxtiRakeshPalwankar, JTA,Darji, ‘CompanyO/o. ROC, Mumbai.Secretary and Authorized Representative for Appellants.

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etary and Authorized Representative for Appellants.

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Appeal under sub-Section (5) of Section 454 of the Companies Act, 2013 (Act) r/w the Companies (Adjudication of Penalties) Rules, 2014 (Rules) have been filed by ‘Ring Plus Aqua Limited’ (Company) having CIN U99999MH1986PLC040885 and, its Officers/Directors, - against Order No. ROC(M)/S.149(1)/ RING/ ADJORDER/040885/4044 dated 31/01/2025 (ROC Order) of Registrar of Companies, Mumbai for violating provisions of Section 149(1) of the Act. Da The appeal lies within the jurisdiction of the Regional Director, Western Region, Ministry of Corporate Affairs, Government of India. 3. The Registrar of Companies, Mumbai (RoC Mumbai) vide Adjudication Order dated 31/01/2025 held the Company and its Officers/ Directors, who have defaulted the provisions of Section 149(1) of the Act for not appointing a Woman Director based upon

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its paid-up share capital and turnover for the period from 01/07/2022 to 28/03/2023 liable for penalty under Section 172 of the Act which is as under:

Woman Director based upon

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its paid-up share capital and turnover for the period from 01/07/2022 to 28/03/2023 liable for penalty under Section 172 of the Act which is as under:

|Su|;<br>=|
|---|---|
|default|on Company /<br>(In Rs.)<br>penalty<br>penalty (In<br> |KMP<br>(InRs.)<br>levied<br>(In| Rs.)<br>Rs.)|
|270<br>days|Limited<br>=1,35,000<br>=1,85,000<br>ShriParthivTanil |50,000/- | 270X500 | 50,000+1,35,000 | 1,00,000/-<br>1,00,000/-<br>Feedal ee<br>Da<br>Shri.<br>Ravikant|50,000/- | 270X500 | 50,000+1,35,000| 1,00,000/-<br>1,00,000/-<br>Sind<br>eta | se<br>Shri<br>Bhuwan| 50,000/- | 270X500 } 50,000+1,35,000 |) 1,00,000/-<br>1,00,000/-<br>iclic<br>|Chaturvedi<br> | Shri<br>Satish | 50,000/- | 270X500 | 50,000+1,35,000| 1,00,000/-<br>1,00,000/-<br>Gantt<br>| | tasno|asi<br>Shri<br>50,000/- | 270X500 | 50,000+1,35,000 | 1,00,000/-}<br>1,00,000/-<br>eae<br>Vishwanathan<br>Shri<br>Shiv|50,000/- | 270X500 | 50,000+1,35,000 | 1,00,000/- | 1,00,000/-<br>Seika |<br>[eaasom| mast]<br>21|

4. Appellants have filed Form-ADJ vide SRN AB3061747 dt. 25/ 03/2025. As per provisions of sub-Section (6) of Section 454, every appeal under sub-section (5) shall be filed within sixty (60) days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person. On examination of the application/ appeal, it is seen that the said application/appeal has been filed within 60 days from the date of passing of the adjudication order.

Bi Grounds of Appeal & Relief sought:

ion of the application/ appeal, it is seen that the said application/appeal has been filed within 60 days from the date of passing of the adjudication order.

Bi Grounds of Appeal & Relief sought:

• a. Statutory Protection under section 149(12) of the Companies Act, 2013: The Independent Directors of the Appellant are protected under Section 149(12), which limits the liability of Independent Directors to acts committed with their knowledge, consent, connivance, or where they have not acted diligently. The Impugned Order does not establish any of these elements.

• b. No Role in Executive Compliance: Independent Directors are non-executive and are not responsible for compliance functions, which lie with the Managing Director, Whole-Time Directors, or Key Managerial Personnel.

• c. No Findings of Lapse or Connivance: The said Order is silent on any specific lapse, inaction, or failure of diligence on part of the Appellant. Penalty imposed is thus arbitrary and contrary to law. Yee

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• d. Principles of Natural Justice and Proportionality: The said Order fails to consider the Independent Directors limited role, and imposes penalty mechanically, without adherence to principles of natural justice and proportionality.

• e. Judicial Precedents: Courts and Tribunals have consistently held that Independent Directors cannot be penalized merely by virtue of their position, in the absence of mens rea or dereliction of duty.

udicial Precedents: Courts and Tribunals have consistently held that Independent Directors cannot be penalized merely by virtue of their position, in the absence of mens rea or dereliction of duty.

• f. The penalty imposed on the Appellant's Independent Director(s) may kindly be set aside and waived, in the interest of equity and justice;

• g. Such further or other relief(s) be granted as deemed fit and proper by the Hon’ ble Regional Director in the facts and circumstances of the case.

6. The matter was posted for hearing as per Section 454(5) r/ w Section 454(7) of the Act on 06/11/2025. Rakesh Darji, Company Secretary appeared on behalf of Appellants as their authorized representative. The authorized representative reiterated the submission made by the Appellants in their application and have admitted the contravention of Section 149(1) of the Companies Act, 2013. However, the Company Secretary argued the matter for waiver of Adjudication penalty for 03 Independent Directors namely Shri Parthiv Tanil Kilachand, Shri Satish Chand Mathur and Shri Shiv Surinder Kumar in accordance with Section 149(12) of the Act being Independent Directors and their position as Independent Directors were also shown in DIR-12 at the time of filing of DIR-12 with the RoC, Mumbai.

“Z Assistant Registrar of Companies, Mumbai vide further report dt.19/08/2025 has stated as follows:

dent Directors were also shown in DIR-12 at the time of filing of DIR-12 with the RoC, Mumbai.

“Z Assistant Registrar of Companies, Mumbai vide further report dt.19/08/2025 has stated as follows:

• a. All the averments made in the appeal are denied in toto unless specifically admitted and any issues which have not been specifically dealt with may not be deemed to be admitted due to lack of traverse.

• b. Pursuant to the provisions of Section 149(12) and General Circular No. 01 of 2020 issued by the Ministry of Corporate Affairs, Independent Directors and Non-Executive Directors can be arrayed in any criminal and civil proceedings only if such act of omission or commission by a company which had occurred with his knowledge, attributable through Board process, and with his consent or connivance or where he had not acted diligently.

• ce. Itis submitted that in the present case, the default pertains to non-appointment of Woman director, which is an act attributable to Board's decision and such non-appointment indicates that the Independent Director had not acted diligently in ensuring corporate governance and compliances in the Company.

• d. Further, the said circular states that the responsibility of the Non-Executive Directors, ordinarily arise in such cases, where there are no Whole Time Directors and Key Management Personnel and in the present case, there was no Whole Time Directors and Key Management Personnel at the time of passing of Adjudication order dated 31/01/2025. Hence, the averments made

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l and in the present case, there was no Whole Time Directors and Key Management Personnel at the time of passing of Adjudication order dated 31/01/2025. Hence, the averments made

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by the appellant that Independent Directors are not accountable for the acts of omission committed by the management or KMPs of the Company are wholly misconceived and misleading.

8. Facts of the Case:

• a. The Learned Company Secretary is not able to find any defects in RoC, Mumbai's Adjudication Order dated 31/01/2025 particularly on following grounds:

  • i. The Authorized Representative has not raised this issue of omitting Independent Directors u/s. 149(12) of the Act at the time of adjudication proceedings with RoC, Mumbai and now objection cannot be raised at appeal level.

  • ii, There is no Whole-time Director/ Managing Director in the subject company and therefore, all directors are liable for non-compliance.

  • iii, Thus, all directors including 03 Independent Directors cannot take immunity u/s. 149(12) of the Act as they had knowledge of applicability of Section 149 of the Act with regard to appointment of Women Director on the Board of the subject company. They were aware that there was no Women Director on the Board and also failed to raise this issue of noncompliance in the Board Meeting in discharging their duty as director diligently for compliance of Law.

In view thereof, there is no inherent defect in the Adjudication Order dt. 31/01/2025 and the same is in accordance with the provisions of the Act.

y as director diligently for compliance of Law.

In view thereof, there is no inherent defect in the Adjudication Order dt. 31/01/2025 and the same is in accordance with the provisions of the Act.

9. Taking into consideration, Adjudication Order of the Registrar of Companies, Mumbai, submissions made by the Appellants in their application, further letter dt.19/08/2025 of ARoC (M), oral submission of the authorized representative during the hearing; I am of the considered view that there is no merit in the appeal and accordingly, the Adjudication Order dated 31/01/2025 by ROC, Mumbai is ‘CONFIRMED’ under Section 454(7) of the Act.

10. In view of the above, the present appeal is dismissed with directions to the appellants to pay the penalty imposed by the Registrar of Companies, Mumbai vide Adjudication Order dt. 31/01/2025 within 90 days, failing which, Registrar of Companies, Mumbai, is directed to file prosecution under Section 454(8) of the Act. li. The appellants are directed to submit proof of payment of penalty (challan) imposed upon them to the Office of Registrar of Companies, Mumbai, for their record and for further necessary action.

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• A copy of this order shall be published on the website of the Ministry of Corporate Affairs as per Rules.

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Signed and sealed on OT day of November 2025.

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der shall be published on the website of the Ministry of Corporate Affairs as per Rules.

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Signed and sealed on OT day of November 2025.

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----- Start of picture text -----<br> ZeAER SSS (SANTOSH KUMAR)<br> Bane PES REGIONAL DIRECTOR<br>(= “\ WESTERN REGION, MUMBAI<br>ar we)<br>; * 4, oe<br>Pag 2 se WOR<br>S22 sue’,<br>----- End of picture text -----<br>

To,

1. Ring Plus Aqua Limited, 1513 15th Floor Satra Plaza CHS Ltd, Plot No 19 and 20 Sector 19D, Sanpada, Thane, Maharashtra, India, 400703.

2. Shri Parthiv Tanil Kilachand Kilachand House, 95, Nepean Sea Road, Malabar Hill, Mumbai 400006 Maharashtra India.

3. Shri Ravikant Uppal A-23, West End, 2nd Floor, Anand Niketan, South West Delhi, Chanaky A Puri New Delhi 110021 Delhi India.

4. Shri Bhuwan Kumar Chaturvedi 4503, Phase IV, DLF City Gurgaon Gurgaon 122009 Haryana India.

5. Shri Satish Chand Mathur Flat no. 804, 8th floor, Casa Grande CHS, CTS no.249 Senapati Bapat Rd, Opp. Pensinsula Park, Lower Parel Mumbai 400013 Maharashira India.

6. Shri Balasubramanian Vishwanathan E-601, Kalpataru Regency-2 Road No. 10 Kalyani Nagar Pune City Yerwada Pune 411006 Maharashtra India.

7. Shri Shiv Surinder Kumar C/o. Ring Plus Aqua Limited, _ 1513 15th Floor Satra Plaza CHS Ltd, Plot No 19 and 20 Sector 19D, Sanpada, Thane, Maharashtra, India, 400703.

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8. Registrar of Companies, Mumbai.

• 9, E-Gov Cell, Ministry of Corporate Affairs, New Delhi.

10. Master Copy.

11. Office Copy.

) pote (TUSHAR WAGH, ICLS) DEPUTY DIRECTOR

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