The Registrar of Companies Delhi-II passed an order under Section 454 of the Companies Act, 2013 imposing penalties for non-compliance with Section 196(4) read with Rule 3 relating to filing of Form MR-1 for appointment of a Whole-Time Director. The company had re-appointed a Whole-Time Director in 2016 but failed to file the mandatory return within the prescribed time. Despite approval at the Annual General Meeting, the default continued until the director’s resignation in January 2024, resulting in a continuous violation for 2804 days. The adjudicating officer held that the company was under a statutory obligation to file the form and that the failure constituted a continuing default attracting residuary penalty under Section 450. Accordingly, the maximum penalty was imposed—₹2,00,000 on the company and ₹50,000 on the officer in default—directing payment within 90 days and allowing appeal as per law.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/04-2026/DC/01930 Dated: 07/04/2026
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. 831(E) dated 24/03/2015 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 BHARAT PET LIMITED [herein after known as Company] bearing CIN U25209DL1998PLC091888, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT. I -12, DSIDC INDUSTRIEAL COMPLEX ROHTAK ROAD, NANGLOI NA NEW DELHI WEST DELHI DELHI INDIA 110041
Individual details:
In the matter relating to MEENA GUPTA ——–
In the matter relating to DEEPAK GUPTA ——–
In the matter relating to SUBHASH CHANDER ——-
In the matter relating to SATYA NARAIN GUPTA ——-
In the matter relating to ANKUR GUPTA ——–
In the matter relating to VINOD KUMAR ——-
In the matter relating to RAHUL GUPTA——-
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 1[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 – I.This office is in receipt of application through e-form GNL-1 vide SRN AC2243564 dated 10.02.2026 from the company for adjudication of penalties for default u/s 196(4) of the Companies Act, 2013 and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. As per the application, following has been submitted:
i. That, in the financial year 2015-2016, board resolved to re-appoint Mrs. Meena Gupta as a Whole-Time Director for a term of 5 years effective from 01.04.2016 to 31.03.2021.
ii. That pursuant to the above, the Company was required to file e-form MR-1 for appointment of the said director as a Whole-Time Director as per the provision of Section 196(4) of the Companies Act, 2013 and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
iii. That the Board of Directors appointed Mrs. Meena Gupta as Whole-time Director on 12.05.2016 but failed to file Form MR-1 within the prescribed time limit.
iv. That pursuant to the approval of the said appointment at the Annual General Meeting of the Company held on 30.09.2016, the aforesaid non-compliance continued until the resignation of Mrs. Meena Gupta, and she consequently ceased to be the Whole-time Director of the Company with effect from 15.01.2024.
v. That the Company had continuously defaulted under section 196(4) and the rules made their under for the period of 2804 days (i.e., from 12.05.2016 to 15.01.2024).
II. Thus, in view of above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of Section 196(4) of the Companies Act, 2013 and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the noticees are required to show cause as to why they should not be penalized u/s 450 for the said non-compliance.
2. The company in its response to e-SCN dated 06.02.2026 requested a personal hearing in the matter and the same has been conducted on 30-03-2026.
E. Order:
1. Upon examination of the application and records, the following is observed:
i. The Board of Directors resolved to re-appoint Mrs. Meena Gupta as Whole-Time Director for a period of 5 years from 01.04.2016 to 31.03.2021.
ii. The Board formally appointed her as Whole-Time Director on 12.05.2016.
iii. As per Section 196(4) read with Rule 3, the Company was required to file e-Form MR-1 within the prescribed time.
iv. The Company failed to file Form MR-1 within the stipulated time.
v. The appointment was approved in the AGM held on 30.09.2016, however, the non-compliance continued.
vi. Meena Gupta resigned on 15.01.2024, and the default continued till that date.
vii. The total period of default is 2804 days (12.05.2016 to 15.01.2024).
Issue for Determination
Whether the Company and its officers are liable for penalty for failure to file Form MR-1 as required under Section 196(4).
Section 196(4): Appointment of Whole-Time Director to be approved and return filed with Registrar. Rule 3: Filing of MR-1 within 60 days.
No specific penalty provided hence Section 450 (Residuary Penalty) applicable.
The Company was under a statutory obligation to file Form MR-1. The failure continued for 2804 days, constituting a continuing default. The default persisted throughout the tenure of the Whole-Time Director. The Company has admitted the default in its application. Thus, violation of Section 196(4) read with Rule 3 is established.
As per Section 450:
Company: 10,000 + 1,000 per day (maximum 2,00,000)
Officer in default: 10,000 + 1,000 per day (maximum 50,000)
Since the default period is 2804 days, maximum penalty is attracted.
8. Order
In exercise of the powers conferred under Section 454 of the Companies Act, 2013, the undersigned hereby imposes the following penalty:
Company: 2,00,000 Officer in Default Mr.Deepak Gupta (DIN 00703704): 50,000 for violation of Section 196(4) read with Rule 3.
Note: The e-SCN was issued by erstwhile RoC, Delhi and Haryana . Subsequent to the bifurcation of offices effective from 16-02-2026, the subject company’s jurisdiction changed to ROC, Delhi-II. According, this order is issued by this office.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non- compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non- compliance(s) mentioned above is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provision of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
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 | BHARAT PET LIMITED having CIN as U25209DL1998P LC091888 | 200000 | 0 | 200000 | |
| 2 | MEENA GUPTA having DIN as 00704207 | 0 | 0 | 0 | |
| 3 | DEEPAK GUPTA having DIN as 00703704 | 50000 | 0 | 0 | |
| 4 | SUBHASH CHANDER having DIN as 00802157 | 0 | 0 | 0 | |
| 5 | SATYA NARAIN GUPTA having DIN as 00802433 | 0 | 0 | 0 | |
| 6 | ANKUR GUPTA having DIN as 02740748 | 0 | 0 | 0 | |
| 7 | VINOD KUMAR having DIN as 06521597 | 0 | 0 | 0 | |
| 8 | RAHUL GUPTA having DIN as 07185069 | 0 | 0 | 0 |
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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi
