Calcutta High Court Holds Issue Of Appointing Woman Director Triable In Case Against Rashmi Metaliks

Today, the Calcutta High Court refused to quash criminal proceedings against Rashmi Metaliks Ltd and its directors for alleged non-compliance with the mandatory requirement under Section 149 of the Companies Act to appoint at least one woman director.

A Single-Judge Bench of Justice Ajay Kumar Gupta was hearing a criminal revision petition under Section 482 CrPC challenging proceedings pending before the Chief Judicial Magistrate, Alipore, including an order dated 19 September 2015. He observed:

“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.”

The Companies Act, effective 1 April 2014, requires companies to appoint at least one woman director within one year, by 31 March 2015.

The authorities issued a show cause notice on 22 June 2015 alleging non-compliance. The company did not respond at the time, but later attributing the delay to internal negligence. It filed Form DIR-12 on 6 October 2015 after paying a penalty of Rs. 7,200 and informed the Registrar of Companies on 23 June 2016. Despite these steps, authorities initiated prosecution under instructions dated 16 June 2015, and the criminal proceedings continued.

The High Court observed that while the company claimed timely appointment, gaps in the record (including delayed statutory filings and unclear supporting details) necessitate a trial. It held that the Court must examine evidence to determine whether the appointment genuinely occurred within the prescribed timeline.

Accordingly, the Court declined to quash the proceedings and dismissed the application, allowing the matter to proceed to trial.