ROC Chennai Imposes Penalty on Garuda Aerospace Limited for Non-Compliance with Independent Director Appointment Requirements
Overview of the Adjudication Order
The Registrar of Companies, Chennai, exercising adjudicatory powers under Section 454 of the Companies Act, 2013, passed a penalty order against Garuda Aerospace Limited for its failure to comply with the mandatory independent director appointment provisions. The violation pertained to Section 149(4) read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The non-compliance extended over a period of 218 days, ultimately attracting liability under Section 172 of the Companies Act, 2013.
The order was issued on 26th March 2026, bearing Order ID PO/ADJ/03-2026/CN/01829, by the office of the Registrar of Companies, Chennai, located at Block No. 6, B Wing, 2nd Floor, Shastri Bhawan, 26, Haddows Road, Chennai – 600034.
Background: Company and Individual Details
Company in Default:
- Name: Garuda Aerospace Limited
- CIN: U74900TN2015PLC102474
- Registered Office: Third Floor, Agni Business Centre, No. 24/46, K B Dasan Road, Alwarpet, Chennai, Tamil Nadu – 600018
Officers Named as Defaulters:
- Rithika Mohan (DIN: 08116670)
- Agnishwar (DIN: 02288785)
Garuda Aerospace Limited is incorporated under the provisions of the Companies Act, 2013 and is classified as an unlisted public company with effect from 01.04.2025. Its annual turnover exceeds ₹100 crore, thereby bringing it squarely within the ambit of mandatory independent director requirements as prescribed under the applicable rules.
Applicable Legal Provisions
Section 149(4) – Companies Act, 2013
"Every listed public company shall have at least one-third of the total number of Directors as independent Directors and the Central Government may prescribe the minimum number of independent Directors in case of any class or classes of public companies. Explanation. — For the purposes of this sub-section, any fraction contained in such one-third number shall be rounded off as one."
Rule 4 – Number of Independent Directors
"The following class or classes of companies shall have at least two directors as independent directors—
(i) the Public Companies having paid up share capital of ten crore rupees or more; or
(ii) the Public Companies having turnover of one hundred crore rupees or more; or
(iii) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees."