The Registrar of Companies (ROC), Chennai, issued an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties on a company and its officers for non-compliance with Section 196(4) read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The default arose due to failure to file Form MR-1 within the prescribed 60-day period for appointment of a Whole-Time Director. The company eventually filed the form with a delay of 41 days, thereby violating statutory requirements. The ROC held that such delay attracts penalty under Section 450, which applies where no specific penalty is prescribed. Accordingly, a penalty of ₹51,000 was imposed on the company and ₹50,000 each on the defaulting officers. The authority rejected leniency despite the company’s claim of inadvertent error and directed payment within 90 days, emphasizing strict adherence to procedural compliance under company law.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/03-2026/CN/01822 | Dated: 26/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to GARUDA AEROSPACE LIMITED [herein after known as Company] bearing CIN U74900TN2015PLC102474, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at THIRD FLOOR, AGNI BUSINESS CENTRE, NO.24/46, K B DASAN ROAD, ALWARPET NA CHENNAI CHENNAI TAMIL NADU INDIA 600018
Individual details:
In the matter relating to AGNISHWAR……
In the matter relating to RITHIKA MOHAN……
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be l[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Company vide SRN:AC2384511 dated 20.02.2026 filed e-Form GNL-1 for e- adjudication under Section 454 of the Companies Act, 2013, for adjudication of Penalties for Non- Compliances or Default under section 196(4) of the Companies Act,2013 also filed Physical Application on 03.03.2026. The Applicant submitted that pursuant to Section 196 of the companies Act, 2013 , the Company, M/s. Garuda Aerospace Limited had approved appointment/change in designation of Ms. Rithika Mohan (DIN:08116670) as Whole-Time Director of the
Company for a period of five years w.e.f. 05.11.2025 to 04.11.2030 in the Board Meeting held on 05.11.2025.
As per Section 196(4) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a return in the prescribed form is required to be filed within sixty days of such appointment with the Registrar of Companies in e-Form MR-1. However, the Company and its Directors had inadvertently failed to file e-Form MR-1 within 60 days from the date of appointment, i.e., on or before 04.01.2026. Subsequently, the Company filed the said e-Form MR-1 vide SRN:AC2294230 dated 14.02.2026, thereby making good the default. The delay in filing resulted in a default of 41 days.
Section 196(4) of Companies Act, 2013:-
Subject to the provisions of section 197 and Schedule V, a managing director, whole-time director or manager shall be appointed and the terms and conditions of such appointment and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of the company and by the Central Government in case such appointment is at variance to the conditions [Specified in Part I of that Schedule]. Provided that a notice convening Board or general meeting for considering such appointment shall include the terms and conditions of such appointment, remuneration payable and such other matters including interest, of a director or Directors in such appointments, if any:
Provided further that a return in the prescribed form shall be filed within sixty days of such appointment with the Registrar. Rule 3 : Filing of Return of Appointment:-
A company shall file a return of appointment of a Managing Director, Whole Time Director or Manager, within sixty days of the appointment, with the Registrar in Form No. MR.1 along with such fee as may be specified for this purpose.
On perusal of the records and documents filed, it is noticed that the Company filed the said e-Form MR-1 vide SRN:AC2294230 dated 14.02.2026, with a delay of 41 days, resulting in violation of Section 196(4) of the Companies Act,2013 read with Rule 3 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the company and its officers in default are liable for penalty under Section 450 of the companies Act,2013.
2. The Adjudicating Authority had issued notice for e-Adjudication vide SCN/ADJ/03-2026/CN/03916 for defaults under Section 450 of the Companies Act, 2013 on 06.03.2026. The Company vide letter dated 20.03.2026 submitted that the defaults mentioned were committed inadvertently and without malafide intention. The company further prayed to pass requisite order as the Hon?ble Registrar of Companies may deem fit and proper for adjudication of the Default or Non-compliances and penalties thereof, to serve justice as deemed appropriate.
Further, the Adjudicating Authority had issued notice for e-hearing scheduled on 23.03.2026. Mr. D Rangarajan, Company Secretary, attended the e-hearing on behalf of the Company and made submissions that the violation may be adjudicated by taking a lenient view in the matter.
E. Order:
1. As per Section 196(4) of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company should have filed Form No. MR.1 with the Registrar of Companies within sixty days of appointment of Ms. Rithika Mohan as Whole Time Director of the Company (i.e., on or before 04.01.2026). However, the Company filed the said Form MR-1 vide SRN: AC2294230 on 14.02.2026, with a delay of 41 days. Thereby, the Company and the Officers in default have violated Section 196(4) of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and are liable for penalty under Section 450 of Companies Act, 2013.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | GARUDA AEROSPACE LIMITED having CIN as U74900TN2015P LC102474 | 51000 | 0 | 200000 | |
| 2 | . AGNISHWAR having DIN as
02288785 |
50000 | 0 | 50000 | |
| 3 | RITHIKA
MOHAN having DIN as 08116670 |
50000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Chennai within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
