The Registrar of Companies (ROC), Mumbai, has issued an adjudication order imposing penalties on Hexaware Technologies Limited and its officers for delayed filing of Form MR-2 under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The matter arose from the re-appointment of Mr. Srikrishna Ramakarthikeyan, a non-resident Indian, as Chief Executive Officer and Whole-Time Director, effective from March 2, 2023, for a five-year term. Although the appointment was approved by the Board and ratified by the members at the Annual General Meeting held on May 4, 2023, the company was required to file Form MR-2 with the Ministry of Corporate Affairs within 90 days, by May 30, 2023. Due to technical issues during the transition of the MCA portal from version V2 to V3, the filing was delayed and eventually submitted on July 26, 2023, resulting in a contravention of Section 201 read with Section 196(4) of the Companies Act.
The company and its officers—including Mr. Vikash Kumar Jain (CFO), Ms. Gunjan Sumit Methi (Company Secretary), and Mr. Srikrishna Ramakarthikeyan—acknowledged the delay and attributed it to technical difficulties, supported by multiple tickets raised with the MCA helpdesk. ROC considered the delay of 57 days in filing Form MR-2 and the submissions made by the company while deciding the penalties. Under Section 450 of the Companies Act, which prescribes penalties for contraventions where no other penalty is provided, the company is liable for an initial penalty of ₹10,000 and a daily penalty of ₹1,000 for the continued default, amounting to ₹66,000. Each officer in default was levied a maximum penalty of ₹50,000. The company does not qualify as a “Small Company” under Section 2(85), so provisions under Section 446B for reduced penalties do not apply.
The adjudication order directs the company and its officers to pay the penalties via the MCA e-Adjudication portal within 90 days from receipt of the order. Payment must be made from the personal sources of the officers in default where applicable, and proof of payment must be uploaded to the portal. The affected parties retain the right to appeal to the Regional Director, Mumbai, within 60 days in Form ADJ, accompanied by a certified copy of the order. Failure to comply with the penalty within the prescribed time may attract further consequences under Section 454(8) of the Companies Act, 2013. The order highlights the importance of timely regulatory compliance, particularly for filings related to appointments of managerial personnel, even in cases where technical challenges affect procedural deadlines.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/11-2025/MB/00820 | Dated: 06/11/2025
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 24/03/2015 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 HEXAWARE TECHNOLOGIES LIMITED [herein after known as Company] bearing CIN L72900MH1992PLC069662, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 8TH FLOOR, 13TH LEVEL, Q1, LOMA CO- DEVELOPERS1 PRIVATE LIMITED PLOT NO. GEN-4/1, TTC INDUSTRIAL AREA, GHANSOLI, NAVI MUMBAI THANE THANE THANE MAHARASHTRA INDIA 400710
Individual details:
In the matter relating to VIKASH KUMAR JAIN [herein after known as individual] having DIN 07823957 and having its address
In the matter relating to GUNJAN SUMIT METHI [herein after known as individual] having DIN 11162537 and having its address at
In the matter relating to SRIKRISHNA RAMAKARTHIKEYAN [herein after known as individual] having DIN 03160121 and having its address at
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 – Whereas the office of Registrar of Companies, Mumbai (hereinafter referred as the ROC) is in receipt of a Suo motu Adjudication Appliation dated 01.08.2025 from the Company, Mr. Ramkarthikeyan Srikrishna (CEO and Whole Time Director), Mr. Vikas Kumar Jain (CFO) and Ms. Gunjan Sumit Methi (Company Secretary) (hereinafter referred to as the Applicants) for default under Section 196(4) read with Section 201 of the Companies Act, 2013 read with rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (hereinafter referred to as the Rules).
Whereas Section 196(4) of the Act provides that Subject to the provisions of section 197 and Schedule V, a managing director, whole-time director or manager shall be appointed and the terms and conditions of such appointment and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of the company and by the Central Government in case such appointment is at variance to the conditions specified in Part I of that Schedule.
Whereas Part I (e) of the said schedule provides that no person shall be eligible for appointment as a Whole Time Director of a Company unless he is a resident of India
Whereas Section 201 (1) of the Act provides that Every application made to the Central Government under Section 196 shall be in such form as may be prescribed.
Whereas Rule 7(1) of the Rules provides that every application made to the Central Government under the provisions of Chapter XIII shall be made in Form No. MR-2 and Rule 7(3) of the Rules provides that every such application seeking approval shall be made within a period of ninety days from the date of such appointment.
Whereas the applicants have stated that the Company re-appointed Mr. Srikrishna Ramakarthikeyan (DIN-03160121), a Non-Resident of India, as the Chief Executive Officer and Whole Time Director of the Company with effect from 02.03.2023 for period 02.03.2023 to 01.03.2018. His appointment was approved by the Board of Directors and Members in the Board meeting held on 02.03.2023 and AGM held on 04.05.2023 respectively. The Company was required to file E-form MR-2 within 90 days that is 30.05.2023. However, the applicants stated that due to technical issues encountered during transition of the MCA portal from V2 to V3, the E-form MR-2 could not be filed with prescribed time period. In this regard, the applicants had also raised multiple tickets seeking resolution of the technical issues. Subsequently, the said form was filed vide SRN AA3705165 on 26.07.2023 after a delay of 57 days, in contravention of Section 201 read with Section 196 of the Companies Act, 2013 read with rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. C. In view of Section 454(4) of the Act, the Adjudicating officer has given opportunity of being heard to the noticees, Accordingly, an opportunity of being heard was granted to the Applicants under the provisions of the section 454(4) of the Act and an E-hearing notice bearing ID: EH/ADJ/10-2025/MB/00846 dated 10.10.2025 was issued. The said E-hearing was scheduled on 29.10.2025 at 03:00 PM (IST)
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/08-2025/MB/02383 dated 16.09.2025 was issued to the Company and its Officers in default (hereinafter referred to as the Noticees) under Section 454 read with Section 450 of the Act electronically via E-adjudication module on account of delay in filing E-from MR2 with the MCA seeking approval for appointment of non-resident whole time director within prescribed time in contravention of rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which has been prescribed under Section 201 of the Act in relation to Section 196(4) of the Act. B. The Noticees vide letter dated 19.09.2025 admitted the default and submitted that the delay in filing of Form MR 2 was solely on account of technical difficulties encountered during transition of MCA system from V2 to V3. It is further submitted that the Company had made diligent effort by raising tickets with the MCA helpdesk. C. Accordingly, an opportunity of being heard was granted to the Applicants under the provisions of the section 454(4) of the Act and an E-hearing notice bearing ID: EH/ADJ/10-2025/MB/00846 dated 10.10.2025 was issued. The said E-hearing was scheduled on 29.10.2025 at 03:00 PM (IST)D. On perusal of the Application it is observed that the Company re-appointed Mr. Srikrishna Ramakarthikeyan (DIN-03160121), a Non-Resident of India, as the Chief Executive Officer and Whole Time Director of the Company with effect from 02.03.2023 for period 02.03.2023 to 01.03.2028. His appointment was approved by the Board of Directors and Members in the Board meeting held on 02.03.2023 and AGM held on 04.05.2023 respectively. The Company was required to file E-form MR-2 within 90 days that is 30.05.2023. However, the applicants stated that due to technical issues encountered during transition of the MCA portal from V2 to V3, the E-form MR-2 could not be filed with prescribed time period. In this regard, the applicants had also raised multiple tickets seeking resolution of the technical issues. Subsequently, the said form was filed vide SRN AA3705165 on 26.07.2023 after a delay of 57 days, in contravention of rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which has been prescribed under Section 201 of the Act in relation to Section 196(4) of the Act. E. Ergo, I am of the view that the Company and its Officers in default shall be liable under the provisions of Section 450 for default under rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which has been prescribed under Section 201 of the Act in relation to Section 196(4) of the Act. F. Therefore, the Company shall be liable to a penalty of Rs. 10,000/- for first default and Rs. 1000/- per day for continued default of 56 days that is Rs. 56,000/- (Rupees Fifty Six Thousand only) and its Officers in default shall be liable to a penalty of Rs. 10,000/- for the first default and Rs.1000/- per day for continued default of 56 days that is 56,000/- (Rupees Fifty Six Thousand only) aggregating to Rs. 66,000/- (Rupees Sixty Six Thousand only). G. However, the Subject Company does not fall within the definition of a Small Company under the prove Section 2(85) of the Act as the Company is listed Public Limited Company. Therefore, the provisions of Section 446B of the Companies Act, 2013 shall not be applicable to the Company and its officers in default. H. Thus, the Company shall be liable to a penalty of Rs. 66,000/- (Rupees Sixty Six Thousand only) and its Officers in default shall be liable for the maximum penalty of Rs. 50,000/- (Rupees Fifty Thousand only) each. I. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose penalty of R66,000/- (Rupees Sixty-Six Thousand only) on the Company and Rs. 50,000/- (Rupees Fifty Thousands only) on its Officer in Default under the penal provisions of Section 450 of the Act for default of provisions of rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which has been prescribed under Section 201 of the Act in relation to Section 196(4) of the Act.
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 | HEXAWARE TECHNOLOGIES LIMITED having CIN as L72900MH1992P LC069662 | NA | 66000 | 0 | 200000 |
| 2 | VIKASH KUMAR JAIN having DIN as 07823957 | NA | 50000 | 0 | 50000 |
| 3 | GUNJAN SUMIT METHI having DIN as 11162537 | NA | 50000 | 0 | 50000 |
| 4 | SRIKRISHNA RAMAKARTHIKE YAN having DIN as 03160121 | NA | 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.
aem05 user05,
Registrar of Companies
ROC Mumbai
