Ahmedabad: The Registrar of Companies (RoC), Ahmedabad, has imposed a penalty of Rs 3 lakh on a company and Rs 1 lakh on one of its directors for failing to appoint a woman director as required under the Companies Act, 2013.The action was taken after the company voluntarily reported the default by filing an application under Section 149(4) of the Act. The company also filed Form GNL-3, identifying its whole-time director as the “officer in default” under Section 2(60) of the Act. Through this filing, it requested that the penalty for the lapse be imposed only on the designated officer.Under Section 149(1) of the Companies Act, companies with a turnover of more than Rs 300 crore or a paid-up share capital exceeding Rs 100 crore are required to have at least one woman director on their boards.The requirement became applicable to the company from April 1, 2020, as its turnover for the financial year ending March 31, 2020, stood at Rs 349.17 crore, crossing the prescribed threshold. Despite this legal obligation, the company did not appoint a woman director for a prolonged period. The non-compliance continued from April 1, 2020, until Jan 29, 2024, amounting to 1,398 days of default.The lapse was later regularised when the company appointed an independent woman director with effect from Jan 29, 2024. However, the delayed compliance did not absolve the company and its officer of liability for the period during which the violation continued.After examining the facts and the company’s filings, the RoC, Ahmedabad, concluded that the company had violated the provisions governing board composition. The authority accordingly imposed a penalty of Rs 3 lakh on the company. In addition, a penalty of Rs 1 lakh was levied on the director identified as the “officer in default”.Chartered accountant Karim Lakhani said, “Private companies, which constitute the backbone of India’s economy, continue to lag in structured women director participation. This is often due to voluntary or family-driven appointments rather than deliberate diversity initiatives, resulting in limited influence on strategic decision-making.”Corporate governance strategist and company secretary Shilpi Thapar said the Companies Act, 2013, and SEBI LODR mandate the appointment of women directors in prescribed companies. “But true governance demands that their voices shape strategy, not just satisfy a checklist. Research consistently shows that gender-diverse boards outperform on ethics, oversight, and long-term value creation.”
