ROC Goa imposed a penalty of Rs. 2 lakh on a company and Rs. 50,000 on its Managing Director for failing to file Form MR-1 within 60 days of appointment, violating Section 196 of the Companies Act, 2013.
The Registrar of Companies (ROC), Goa, issued an adjudication order dated 30th September 2025 against Mega Structures Realestate Limited and its director, Mr. Rajkumar Raju Gadge, for violation of Section 196 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The company had appointed Mr. Gadge as Managing Director on 28th July 2016 but failed to file the prescribed Form MR-1 within 60 days of the appointment, as required under the Companies Act, 2013. A show cause notice was issued in September 2025, but the company’s response was deemed unsatisfactory. The ROC held the company and its officer in default liable under Section 450 of the Act, which provides for penalty when no specific punishment is prescribed. Consequently, a penalty of ₹2,00,000 was imposed on the company and ₹50,000 on Mr. Gadge personally. The parties are directed to rectify the default and pay the penalties within 90 days via the MCA’s e-Adjudication portal. The order also specifies that penalties on individuals must be paid from personal sources. An appeal, if any, may be filed before the Regional Director, Mumbai, within 60 days. Failure to comply may invite further penal consequences under Section 454(8) of the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Goa
ROC-cum-Official Liquidator, Ministry of Corporate Affairs, Corporate Bhawan, EDC Complex, Plot No.21, Patto, Panaji, Goa, India, 403001
Phone: 0832-2438618/2438617, E-mail: roc.goa@mca.gov.in
Order ID: PO/ADJ/09-2025/GA/00714 |Dated: 30/09/2025
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 24/03/2015appointed 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 MEGA STRUCTURES REALESTATE LIMITED [herein after known as Company] bearing CIN U70109GA2016PLC012911, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OFFICE NO. 301,302,305 AND 306 3RD FLOOR, COMMERCE CENTRE BUILDING, NA MAPUSA North Goa Goa India 403507
Individual details:
In the matter relating to RAJKUMAR RAJU GADGE [herein after known as individual] having DIN 03520673 and having its address at H NO 762/B KHOIRUT ALDONA BARDEZ Goa India 403508
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 – As per Section 196 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, a company shall file a return of appointment of a Managing Director, Whole time Director or Manager in within 60 days of the appointment with the Registrar in Form No.MR-1 alongwith the such fee as may be specified for this purpose.
During the course of Inquiry, it was observed by the Inquiry Officer, that the company had appointed Managing Director Mr.Rajkumar Gadge w.e.f. 28.07.2016, however the company has failed to file Form MR-1 within 60 days of the appointment in compliance of Section 196 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence the company and its officers in default are liable for penal action under section 450 of the Companies Act, 2013.
2. No e-hearing requested by the company.
Order:
1. During the course of Inquiry, it was observed by the Inquiry Officer, that the company had appointed Managing Director Mr. Rajkumar Gadge w.e.f. 28.07.2016, however the company has failed to file Form MR-1 within 60 days of the appointment in compliance of Section 196 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence the company and its officers in default are liable for penal action under section 450 of the Companies Act, 2013.
2.In this regard, A Show Cause Notice vide notice ID no. SCN/ADJ/05-2025/GA/01229 dated 09.09.2025 was issued to the company and its officers in default under section 454 r/w section 196 of the Companies Act, 2013 through E-adjudication Module, for failure to comply with the said provisions.
4. The Company submitted its reply on 24.09.2025, however, the same was not found satisfactory.
5.After considering the submissions and the facts of the case, the Adjudicating Officer, in exercise of the powers conferred under the Companies Act, 2013, has imposed a penalty of Rs.2,00,000/- on the company and Rs.50,000/- each on officer in default for contravention of section 196 the Companies Act, 2013.
5. 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 | MEGA STRUCTURES REALESTATE LIMITED having CIN as U70109GA2016P LC012911 | 200000 | 0 | 200000 | |
| 2 | RAJKUMAR RAJU GADGE having DIN as 03520673 |
50000 | 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 Mumbai 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.
Trupti Sharma,
Registrar of Companies
ROC Goa
