Actual Date Of Woman Director's Appointment A Triable Issue; Prosecution Can't Be Quashed Merely On Claims Of Compliance: Calcutta High Court

"It is very difficult to ascertain whether such an appointment was actually made way back in January 2015, it is a triable issue and may be decided after leading evidence by the respective parties." Calcutta High Court has held that the question of whether a company complied with the statutory mandate to appoint a woman director within the prescribed timeframe is a triable issue that cannot be adjudicated in a revisional application.

A bench of Justice Ajay Kumar Gupta observed that when a company fails to provide sufficient evidence of timely compliance—such as the date of Director Identification Number (DIN) allotment or a timely response to a show-cause notice—the criminal proceedings for violation of Section 149 of the Companies Act, 2013, cannot be quashed under Section 482 of the CrPC. The Court emphasized that revisional jurisdiction is not the appropriate forum to resolve factual disputes regarding the actual date of corporate appointments.

Rashmi Metaliks Limited and its directors moved the High Court seeking to quash a criminal proceeding pending before the Chief Judicial Magistrate at Alipore for alleged non-compliance with the requirement to appoint a woman director. The petitioners claimed they had appointed a woman director on January 3, 2015, well within the March 31, 2015 deadline, but admitted that the necessary Form DIR-12 was only uploaded in October 2015 after paying a penalty. They argued that the prosecution was an abuse of the process of law since they had ultimately complied and paid the late filing fees.

The primary question before the Court was whether the prosecution under Section 220(3) read with Section 149 of the Companies Act should be quashed on the grounds of alleged compliance. The Court was also called upon to determine if the claim of an appointment having been made within the statutory timeframe, unsupported by contemporaneous records or a response to the Registrar of Companies' show-cause notice, constitutes a matter that must be decided through a full trial.

In analyzing the statutory framework, the Court noted that under the second proviso to Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, prescribed companies were required to appoint at least one woman director by March 31, 2015. While the petitioners produced a Board resolution dated January 3, 2015, to support their claim of compliance, the Court observed that the Registrar of Companies (ROC) had already initiated the process for prosecution following a show-cause notice issued in June 2015. The bench noted that the petitioners failed to provide any explanation as to why they did not respond to the show-cause notice at the relevant time. "Every class of companies that may be prescribed shall appoint one woman director within one year from the commencement of the Act i.e. within March 31, 2015."

The Court further scrutinized the evidentiary gaps in the petitioners' application, specifically pointing out that the date of allotment of the Director Identification Number (DIN) for the newly appointed director was not disclosed. The bench remarked that without such details, it was impossible to verify if the director was even eligible to be appointed on the date claimed in the Board resolution. The Court held that embarking on such a factual inquiry would exceed the scope of Section 482 of the CrPC, as the authenticity of the appointment date is a matter for evidence. "The petitioners also failed to disclose to this court as to when the newly appointed Director applied for a Director Identification Number (DIN), and when it was allotted in her favour."

Addressing the timing of the filings, the High Court observed that the Form DIR-12 was uploaded and the penalty paid only on October 6, 2015, which was after the Ministry of Corporate Affairs had already issued instructions to launch prosecution. The Court found it significant that the communication to the ROC asserting the January 2015 appointment was made as late as June 2016, long after the criminal complaint had been registered. The bench held that the mere payment of a late filing fee does not automatically absolve a company of the criminal liability incurred by failing to meet a statutory deadline. "Such disclosure is after lodging of the aforesaid complaint."

Ultimately, the Court concluded that the revisional application was not maintainable because it failed to satisfy the Court that the appointment had indisputably occurred within the legal timeframe. The bench underscored that the defense raised by the company—that the delay was due to the negligence of a former employee—must be proven during the trial before the Magistrate. Finding no grounds to interfere, the Court dismissed the petition and vacated all interim orders, directing the trial to proceed. "The Revisional application is, thus, not entertainable as it fails to satisfy this court that the petitioners had really appointed the woman director in the company within 31st March, 2015."

The judgment reaffirms that Section 482 CrPC cannot be invoked to bypass a trial when there are contested facts regarding statutory compliance under the Companies Act. The Court made it clear that corporate entities must provide more than just internal resolutions to prove timely compliance if they seek the quashing of a prosecution.

Date of Decision: 20 March 2026