The Ministry of Corporate Affairs, through the Registrar of Companies, Delhi-II, imposed penalties under Section 172 of the Companies Act, 2013 for failure to appoint independent directors as required under Section 149(4). The company crossed the prescribed turnover threshold in FY 2020–21, triggering the obligation to appoint at least two independent directors, but failed to do so from 01.04.2021 until 14.08.2025, resulting in a delay of 1596 days. Although independent directors were eventually appointed and filings completed, the adjudicating authority held that subsequent compliance does not absolve liability for the period of default. The default was treated as a continuing violation, attracting maximum penalties under the law. The company was penalized ₹3,00,000, while the designated officer in default was penalized ₹1,00,000. The order underscores that statutory corporate governance requirements, particularly board composition, must be complied with in a timely manner, and delayed compliance does not mitigate earlier defaults.
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/01929 | Dated: 07/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 SUBHASH CHANDER ___________
In the matter relating to ANKUR GUPTA ___________
In the matter relating to VINOD KUMAR ___________
In the matter relating to DEEPAK GUPTA ___________
In the matter relating to RAHUL GUPTA ___________
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – I. This office is in receipt of application through GNL-1 vide SRN: AC1754927 dated 28.01.2026 from the company for adjudication of penalties for default u/s 149(4) of the Companies Act, 2013 r/w Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. As per the application, following has been submitted:
i. That in the financial year 2020-2021, Company crossed the threshold limit of turnover of Rupees (INR) 100 Crores.
ii. That, pursuant to the above, the Company was required to appoint at least two directors as Independent Director as per the provision of Section 149(4) of the Companies Act, 2013 r/w Rule 4 of the Companies (Appointment and Qualification of Directors) Rules 2014.
iii. That the Company has failed to appoint Independent Director of the Company from 01.04.2021 onwards.
iv. That the Company appointed four (04) Independent Directors, namely Ms. Urvika Aggarwal, Mr. Akash Gupta, Mr. Gaurav Kakkar and Mr. Praveen Jain in the Board Meeting held on 14.08.2025. E-form DIR-12 for such appointment was filed vide SRN: AB6387547 dated 30.08.2025. Thus, the appointment of independent directors delayed by 1596 days (i.e. from 01.04.2021 to 14.08.2025).
v. 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 149(4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the noticees are required to show cause as to why they should be penalized u/s 172 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 records, submissions made by the company dated 06.02.2026, and applicable provisions of law, the following is observed:
The applicability of Section 149(4) is undisputed as the company crossed the prescribed financial threshold.
The company failed to appoint Independent Directors for a prolonged period of 1596 days (from 01.04.2021 to 14.08.2025), which is a continuing default.
The subsequent appointment of Ms. Urvika Aggarwal, Mr. Akash Gupta, Mr. Gaurav Kakkar and Mr. Praveen Jain as Independent Directors in the Board Meeting held on 14.08.2025 and subsequently filing of Form DIR-12 vide SRN: AB6387547 dated 30.08.2025, does not absolve the company and its officers from liability for the period of default. In its response to the e-SCN, the company submitted that Mr. Deepak Gupta (DIN 00703704) has been designated as officer in default vide resolution dated 08-12-2015 and filed GNL 3 vide SRN AC1731895 for the same. Therefore, liability of default is attributable accordingly.
Thus, the company and the officer in default are liable for penalty under Section 172 of the Companies Act, 2013 for noncompliance of section 149 of the Act.
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 companies jurisdiction changed to ROC, Delhi-II. Accordingly, 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 | 300000 | 0 | 300000 | |
| 2 | MEENA GUPTA having DIN as 00704207 | 0 | 0 | 100000 | |
| 3 | SUBHASH CHANDER having DIN as 00802157 | 0 | 0 | 100000 | |
| 4 | ANKUR GUPTA having DIN as 02740748 | 0 | 0 | 100000 | |
| 5 | VINOD KUMAR having DIN as 06521597 | 0 | 0 | 100000 | |
| 6 | DEEPAK GUPTA having DIN as 00703704 | 100000 | 0 | 100000 | |
| 7 | RAHUL GUPTA having DIN as 07185069 | 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 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
