The Registrar of Companies (ROC), Haryana imposed penalties under Section 450 of the Companies Act, 2013 on a company and its officers for delayed filing of e-Form MR-2 relating to the appointment of a Managing Director. The company had appointed a Managing Director on 29 May 2024 under Section 196(3)(a) read with Schedule V, which required filing of an application with the Central Government in Form MR-2 within 90 days. However, the form was filed on 3 September 2024, resulting in a delay of six days beyond the prescribed period. The company and its officers admitted the violation during adjudication proceedings and stated that the lapse occurred inadvertently. After hearing the authorized representatives, ROC held the company and officers liable for contravention of Rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and imposed penalties of ₹16,000 each on the company and three officers in default. The order also directed payment through the MCA e-Adjudication portal within 90 days and allowed appeal before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Haryana
3rd Floor, Corporate Bhawan, Plot No.4-B, Sector 27-B, Chandigarh, Haryana, India, 160019
Phone: 011-26235703
E-mail: roc.haryana@mca.gov.in
Order ID: PO/ADJ/05-2026/HR/02250 | Dated: 21/05/2026
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 MUNJAL SHOWA LIMITED [herein after known as Company] bearing CIN L34101HR1985PLC020934, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 9-11, MARUTI INDUSTRIAL AREA, SECTOR-18 NA GURGOAN HARYANA INDIA 122015
Individual details:
In the matter relating to PANKAJ GUPTA ________
In the matter relating to NEHA BANSAL ________
In the matter relating to YOGESH CHANDER MUNJAL ________
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 – That the Company has appointed a Managing Director on 29-052024, in accordance with second proviso to Section 196(3)(a) r/w Schedule V of the Companies Act, 2013, wherein if the appointment of MD is not in accordance with the provisions of the first part of Schedule V of the Act, the Company can appoint such MD by way of applying to the Central Government, in e-form MR-2. In terms of Rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, said application should be filed with the Central Government within a period of ninety days from the date of such appointment. However, in the present case, the Company has filed e-form MR-2 on 03-09-2024, which is after 96 days of the appointment. Therefore there is a delay of 6 days in filing eform MR-2. Hence the Company and its officers in default are liable for punishment under section 450 of the Companies Act, 2013 for violation of Rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 r/w Section 196(3)(a).
2. Company and its officers vide their reply dated 12.05.2026, admitted that the violation occurred inadvertently. They have also sought a personal hearing to present their case. Accordingly hearing in the matter was held on 21.05.2026.
E. Order:
1. The Company has appointed a Managing Director on 29-05-2024, in accordance with second proviso to Section 196(3)(a) r/w Schedule V of the Companies Act, 2013, wherein if the appointment of MD is not in accordance with the provisions of the first part of Schedule V of the Act, the Company can appoint such MD by way of applying to the Central Government, in e-form MR-2. In terms of Rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, said application should be filed with the Central Government within a period of ninety days from the date of such appointment. However, in the present case, the Company has filed e-form MR-2 on 03-09-2024, which is after 96 days of the appointment. Therefore there is a delay of 6 days in filing e-form MR-2. Hence the Company and its officers in default are liable for punishment under section 450 of the Companies Act, 2013 for violation of Rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 r/w Section 196(3)(a) of the Companies Act, 2013.
Hearing in the matter was held on 21.05.2026 which was attended by the authorized representatives of the Company and its officers, wherein they have also admitted the default. Therefore the penalty as mentioned in the Show Cause Notice is levied herewith.
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 | MUNJAL SHOWA LIMITED having CIN as L34101HR1985P LC020934 | 16000 | 0 | 200000 | |
| 2 | PANKAJ GUPTA having PAN as ABCPG8127F | 16000 | 0 | 50000 | |
| 3 | NEHA BANSAL having PAN as CBDPB4354E | 16000 | 0 | 50000 | |
| 4 | YOGESH CHANDER MUNJAL having DIN as 00003491 | 16000 | 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 Chandigarh 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.
Sanjaya verma,
Registrar of Companies
ROC Haryana
