The Ministry of Corporate Affairs, through the Registrar of Companies, Delhi-II, imposed penalties under Section 178(8) of the Companies Act, 2013 for failure to constitute mandatory board committees. The company crossed the prescribed turnover threshold in FY 2020–21, triggering the requirement to form an Audit Committee under Section 177 and a Nomination and Remuneration Committee under Section 178. However, it failed to constitute both committees from 01.04.2021 to 06.09.2025, resulting in a delay of 1619 days. The adjudicating authority held that this constituted a continuous and distinct violation for each committee, warranting separate penalties. Subsequent compliance did not absolve liability for the period of default. Accordingly, a total penalty of ₹10 lakh was imposed on the company and ₹2 lakh on the designated officer in default. The order underscores strict enforcement of corporate governance norms and the necessity of timely compliance with statutory board committee requirements.
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/01932 | Dated: 07/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 178(8) 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 DEEPAK GUPTA __________
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 RAHUL GUPTA __________
C. Provisions of the Act:
(8) In case of any contravention of the provisions of section 177 and this section, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – I.This office is in receipt of application on 28.01.2026 from the company for adjudication of penalties for default u/s 177(1) and 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. As per the application, following has been submitted: i.that in the financial year 2020-2021 Company achieved a turnover of Rupees (INR) 100 Crores.
ii. That, pursuant to the above, the Company was required to constitute the Audit Committee and the Nomination and Remuneration Committee as per the provision of Section 177(1) and 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.
iii. The Company has failed to constitute the Audit Committee and the Nomination and Remuneration Committee for the Company from 01.04.2021 onwards.
iv. That the Company constituted the Audit Committee and the Nomination and Remuneration Committee in the Board Meeting held on 06.09.2025. Thus, the constitution of the Audit Committee and the Nomination and Remuneration Committee is delayed by 1619 days (i.e. from days from 01.04.2021 to 06.09.2025).
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 177(1) and 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as the company has defaulted in constitution of 2 committees, hence, double penalty will be imposed.
The noticees are required to show cause as to why they should not be penalized u/s 178(8) for the said non-compliance.
2. The company in its response to e-SCN dated 04.02.2026 requested a personal hearing in the matter and the same has been conducted on 30-03-2026.
E. Order:
1. This office is in receipt of an application dated 28.01.2026 from the Company for adjudication of penalties for default under Section 177(1) and Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.
As per the submissions made in the application, the following facts have been observed:
i. That during the financial year 2020?2021, the Company achieved a turnover of INR 100 Crores.
ii. That pursuant to the provisions of Section 177(1) and Section 178(1) of the Companies Act, 2013 read with Rule 6, the Company was mandatorily required to constitute an Audit Committee and a Nomination and Remuneration Committee.
iii. That the Company failed to constitute the Audit Committee and the Nomination and Remuneration Committee from 01.04.2021 onwards.
iv. That the Company subsequently constituted both committees in the Board Meeting held on 06.09.2025, resulting in a delay of 1619 days (from 01.04.2021 to 06.09.2025). . In its response to the e-SCN, the company submitted that Mr. Deepak Gupta (DIN 00703704) has been designated as officer in default filed GNL 3 vide SRN AC1731895 for the same. Therefore, liability of default is attributable accordingly.
Upon examination of the application and records available, it is observed that:
The Company was legally required to constitute both the Audit Committee and the Nomination and Remuneration
Committee from 01.04.2021.
The Company failed to comply with the said provisions for a continuous period of 1619 days.
The default continued until 06.09.2025 when both committees were constituted.
The failure to constitute the committees amounts to a clear violation of Section 177(1) and Section 178(1) of the Act read with Rule 6.
Further, since the Company has defaulted in constituting two separate statutory committees, the contraventions are distinct in nature, and accordingly, separate penalties are leviable for each default.
4. Order:
In exercise of the powers conferred under Section 454 of the Companies Act, 2013, read with Section 178(8), I hereby impose the following penalties:
(A) For Non-Constitution of Nomination and Remuneration Committee (Section 178):
-
- On the Company INR 5,00,000/-
- On each Officer in Default Mr.Deepak Gupta (DIN 00703704) INR 1,00,000/-
(B) For Non-Constitution of Audit Committee (Section 177):
Though Section 177 violations are generally penalized under Section 178(8) read with applicable provisions (as invoked in present proceedings), considering the facts of the case and clubbed adjudication:
On the Company: INR 5,00,000/-
On each Officer in Default Mr.Deepak Gupta (DIN 00703704) INR 1,00,000/-
5. Total Penalty Imposed:
Company: INR 10,00,000/- (Rupees Ten Lakhs only)
Officer in Default Mr.Deepak Gupta (DIN 00703704): INR 2,00,000/- (Rupees Two Lakhs only)
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 | 500000 | 500000 | 500000 | |
| 2 | DEEPAK GUPTA having DIN as 00703704 | 100000 | 100000 | 100000 | |
| 3 | MEENA GUPTA having DIN as 00704207 | 0 | 0 | 100000 | |
| 4 | SUBHASH CHANDER having DIN as 00802157 | 0 | 0 | 100000 | |
| 5 | ANKUR GUPTA having DIN as 02740748 | 0 | 0 | 100000 | |
| 6 | VINOD KUMAR having DIN as 06521597 | 0 | 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
