Backdated Whole-time Director Appointment: ROC Kolkata Penalty Under Section 450 for Section 179 Non-compliance

The Registrar of Companies, Kolkata has recently passed an order dated 10.02.2026 under Section 454 of the Companies Act, 2013, imposing monetary penalties on a listed entity and its officers for contravention arising from a backdated appointment of a Whole-time Director. The lapse related to non-compliance with Section 179, with the penal provision attracted under Section 450 due to the absence of a specific penalty clause for the default in question.

This order serves as a significant compliance warning for companies that seek to give retrospective effect to appointments of Key Managerial Personnel (KMP) without ensuring that the necessary Board approvals are properly in place on the effective date.

Background of the Adjudication

Appointment and Effective Date Mismatch

The matter concerns REGAAL RESOURCES LIMITED, a company registered under the Companies Act 1956/2013, having CIN L15100WB2012PLC171600 and registered office at Kolkata, West Bengal.

  • The Board of Directors, at its meeting held on 06.02.2023, passed a resolution designating Mr. Karan Kishorepuria as Whole-time Director of the company.
  • The company, however, made this appointment effective from 01.02.2023, i.e., five days before the Board actually approved the appointment.
  • Mr. Karan Kishorepuria had already been serving as a director of the company since 01.09.2021.

The assessee company subsequently:

  • Filed e-form DIR-12 for change of designation.
  • Filed e-form MGT-14 for filing the Board resolution for appointment of Key Managerial Personnel in the capacity of Whole-time Director.
  • Filed e-form MR-1 as the return of appointment of managerial personnel.
  • Obtained shareholder approval via Special Resolution in an Extra-Ordinary General Meeting held on 03.03.2023, and filed the said resolution in e-form MGT-14 with the ROC.

All procedural filings were therefore completed. However, the issue before the ROC was the legality of making the appointment effective from a date prior to the Board resolution, in view of the mandatory scheme of Section 179.

Key Persons and Designations

The order identifies the following individuals and the company as noticees in default:

  • REGAAL RESOURCES LIMITED – the company
  • ANIL KISHOREPURIA – Director, DIN 00724328
  • RAJ KUMAR KISHOREPURIA – Director, DIN 00711760
  • KARAN KISHOREPURIA – Director (later designated as Whole-time Director), DIN 09228702

Section 179 – Powers of Board

Section 179 of the Companies Act, 2013 provides that certain powers of the Board can be exercised only by passing resolutions at a duly convened meeting of the Board. These include approval of matters such as:

  • Appointment of Key Managerial Personnel
  • Borrowings, investments, and other specified corporate actions

Under Section 2(51) of the Act, a Whole-time Director constitutes one of the Key Managerial Personnel.