The Registrar of Companies (ROC) Cuttack, under the Ministry of Corporate Affairs, issued an Adjudication Order on October 17, 2025, imposing penalties on MAGNUM SEA FOODS LIMITED and several directors for non-compliance with the Companies Act, 2013. The violation centered on Section 197, which regulates the maximum limits for managerial remuneration. The ROC identified the default from the company’s annual return (Form MGT-7) for the financial year ending March 31, 2023, which showed a total of ₹86,76,348 paid as salary and remuneration to three specific directors. The Adjudicating Officer concluded that this payment exceeded the permissible statutory limits, triggering a penalty under Section 197(15) for the breach.
In defense, the company stated that a special resolution had been passed at the Annual General Meeting (AGM) to authorize the remuneration and that Section 197, read with Section 198, permits higher remuneration with shareholder consent if the company is profitable. The Adjudicating Officer, however, found this submission to be insufficient to negate the violation. A significant aspect of the order was the decision regarding the Independent Directors, Ms. Janhabi Deo and Shri Ardhendu Shekhar Raut, who were named in the proceedings. The ROC, aligning with the principles set out in the MCA General Circular No. 1/2020, exempted the Independent Directors from liability, acknowledging that their role is supervisory and generally does not involve direct responsibility for day-to-day financial operations or omissions.
Consequently, penalties were levied upon the company and five of its remaining directors. The company, MAGNUM SEA FOODS LIMITED, was penalized ₹5,00,000. Five directors—Shri Ramesh Mahapatra, Ms. Geetarani Padhi, Shri Chelari Valiyapurayil Padmarajan, Shri Prem Sanker Satpathy, and Syed Sameer Mumtaz Ali—were each penalized ₹1,00,000, resulting in a collective fine of ₹10,00,000. All penalized directors are required to pay the amount from their personal sources/income within mathbf 90 days of receiving the order. The order also mandates that any appeal against this decision must be filed with the Regional Director, RD Kolkata, within sixty days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,CDA, Cuttack, Odisha, India, 753014
Phone: 0671-2366952, E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/10-2025/CT/00797 Dated: 17/10/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 197(15) 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 MAGNUM SEA FOODS LIMITED [herein after known as Company] bearing CIN U05004OR1987PLC001922, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 132 A SECTOR A ZONE AMANCHESWAR INDUSTRIAL ESTATE NA BHUBANESWAR ORISSA INDIA 751010
Individual details:
In the matter relating to RAMESH MAHAPATRA [herein after known as individual] having DIN 00628087 and having its address at
In the matter relating to GEETARANI PADHI [herein after known as individual] having DIN 00628185 and having its address at
In the matter relating to CHELARI VALIYAPURAYIL PADMARAJAN [herein after known as individual] having DIN 00628214 and having its address at
In the matter relating to PREM SANKER SATPATHY [herein after known as individual] having DIN 09111459 and having its address at
In the matter relating to SYED SAMEER MUMTAZ ALI [herein after known as individual] having DIN 09421784 and having its address at
In the matter relating to JANHABI DEO [herein after known as individual] having DIN 07257699 and having its address at
In the matter relating to ARDHENDU SHEKHAR RAUT [herein after known as individual] having DIN 08911206 and having its address at
C. Provisions of the Act:
If any person makes any default in complying with the provisions of this section, he shall be liable to a penalty of one lakh rupees and where any default has been made by a company, the company shall be liable to a penalty of five lakh rupees.]
D. Facts about the case:
1. Default committed by the officers in default/noticee – It is noticed from the MGT-7 filed by the company for the Financial year ending 31.03.2023 that the company has paid remuneration/salary to its Directors, the details of which furnished as under :
NameAmount(in Rs.)
Shri Ramesh Mahapatra51,30,000
Shri C.V.Padmarajan12,24,000
Syed Sameer Mumtaz Ali23,22,348
Total86,76,348
It is observed from the above table that the company has paid remuneration/salary to its Directors which exceeds the limit as prescribed under Section 197 of the Companies Act, 2013.
2. N. A.
E. Order:
2. Facts about the case : It is noticed from the MGT-7 filed by the company for the Financial year ending 31.03.2023 that the company has paid remuneration/salary to its Directors, the details of which furnished as under :
NameAmount(in Rs.)
Shri Ramesh Mahapatra51,30,000
Shri C.V.Padmarajan12,24,000
Syed Sameer Mumtaz Ali23,22,348
Total86,76,348
It is observed from the above table that the company has paid remuneration/salary to its Directors which exceeds the limit as prescribed under Section 197 of the Companies Act, 2013.
Reply of the Company/Directors : In response to the SCN dated 28.08.2025, the company in its reply dated 27.09.2025 has stated that :-
A special resolution was passed at the AGM held on 29.09.2022, authorizing managerial remuneration, in accordance with Section 197 read with Section 198. The resolution was filed with ROC in Form MGT-14 (SRN AA7579875). The remuneration was clearly disclosed in the Board?s Report and Form MGT-7 for FY 2022-23. There was no attempt to conceal or misrepresent. Section 197 read with Section 198 permits higher remuneration with shareholder approval where the Company has adequate profits. Being a consistently profit-making entity, the Company acted within the spirit of law.
Shri Ardhendu Shekhar Raut and Ms. Janhabi Deo in their reply dated 08.09.2025 have stated that :-
They were appointed as Independent Director and their primary responsibility was to provide independent judgment on Board matters and ensure good governance. Section 149(10 specifically provides that ?an independent director shall be held liable only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attribute through Board Process and with his consent or connivance or where he had not acted diligently.? Therefore, law recognizes that an Independent Director is not responsible for day-to-day management or financial decision-making unless he has expressly participated in or approved such decisions. Additionally, the MCA General Circular No.1/2020 dated 02.03.2020 explicitly clarifies that Independent Directors, non-promoter and non-executive directors who are not involved in the day-to-day affairs of the company should generally not be arrayed in prosecutions or adjudication proceedings unless there is evidence of their direct involvement, consent, connivance, or negligence.
Order : The submission of the company is not satisfactory. It is observed that Shri Ardhendu Shekhar Raut and Ms. Janhabi Deo were Independent Directors in the company during the relevant period. Thus, they are not liable for the offences in lieu of the principles laid down in the SOP issued by the Ministry vide General Circular No.1/2020 (F.No.16/1/2020-Legal dated 02.03.2020).
Hence, the A.O. do hereby impose penalty upon the company and its Directors/Officers in default for the relevant period namely:- Magnum Sea Food Limited (company), Shri Ramesh Mahapatra, Ms. Geetarani Padhi, Shri Chelari Valiyapurayil Padmarajan, Shri Prem Sanker Satpathy, Syed Sameer Mumtaz Ali (all are directors of the company) under the provisions of Section 197(15) of the Companies Act, 2013 for violation of Section 197 of the 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 | MAGNUM SEA FOODS LIMITED having CIN as U05004OR1987P LC001922 | 500000 | 0 | 500000 | |
| 2 | RAMESH MAHAPATRA having DIN as 00628087 | 100000 | 0 | 100000 | |
| 3 | GEETARANI PADHI having DIN as 00628185 | 100000 | 0 | 100000 | |
| 4 | CHELARI VALIYAPURAYIL PADMARAJAN having DIN as 00628214 | 100000 | 0 | 100000 | |
| 5 | PREM SANKER SATPATHY having DIN as 09111459 | 100000 | 0 | 100000 | |
| 6 | SYED SAMEER MUMTAZ ALI having DIN as 09421784 | 100000 | 0 | 100000 | |
| 7 | JANHABI DEO having DIN as
07257699 |
0 | 0 | 100000 | |
| 8 | ARDHENDU SHEKHAR RAUT having DIN as 08911206 | 0 | 0 | 100000 |
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 Kolkata 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.
Sudhir Kapoor,
Registrar of Companies
ROC Cuttack
