Registrar of Companies (ROC), Cuttack, acting as the Adjudicating Officer for the Ministry of Corporate Affairs, issued an order dated October 17, 2025, imposing penalties on Magnum Sea Foods Limited and four of its directors for violating Section 77 of the Companies Act, 2013, read with Rule 3 of the Companies (Registration of Charges) Rules, 2014. The violation concerns the company’s failure to file the requisite Form CHG-1 for the creation or modification of a charge with the ROC. The case arose after the ROC observed from the company’s financial statements for the year ending March 31, 2019, that its secured vehicle loans had substantially increased from Rs. 2,11,106 as of March 31, 2018, to Rs. 87,94,008 during the financial year 2018-19, indicating the creation of a new charge that was not duly registered.
In response to the Show Cause Notice, the company submitted that it was unable to complete the CHG-1 filing because the lending banks declined to cooperate, asserting that vehicle hypothecation was already registered under the Motor Vehicles Act and an additional filing under the Companies Act was unnecessary. The Adjudicating Officer found the company’s explanation unsatisfactory, concluding that the default stood. Consequently, a total penalty of Rs. 7,00,000 was imposed. This includes a penalty of Rs. 5,00,000 levied on Magnum Sea Foods Limited and a penalty of Rs. 50,000 each on four directors: Ramesh Mahapatra, Geetarani Padhi, Chelari Valiyapurayil Padmarajan, and Bibhuti Bhusan Mishra. One director, Brahmananda Mishra, was exempted from the penalty as he was an Independent Director and had resigned before the relevant period of default.
The company and the penalized directors have been directed to rectify the default and remit the respective penalty amounts within 90 days of receiving the order, utilizing the Ministry of Corporate Affairs’ ‘e-Adjudication’ facility. The penalties imposed on the directors must be paid from their personal funds. The order also informs the noticees that they have the option to file an appeal with the Regional Director, RD Kolkata, within sixty days. Furthermore, the order highlights Section 454(8) of the Companies Act, 2013, which stipulates the penal consequences for non-payment of the fine within the stipulated timeframe.
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/00799 | Dated: 17/10/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 86 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 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 BIBHUTI BHUSAN MISHRA [herein after known as individual] having DIN 00634715 and having its address at
In the matter relating to BRAHMANANDA MISHRA [herein after known as individual] having DIN 02068154 and having its address at
C. Provisions of the Act:
If any company is in default in complying with any of the provisions of this Chapter, 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 fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – It is observed from the Financial Statements for the year ending 31.03.2019 that as on 31.03.2018, Secured Loan under the Head ?Vehicle loans from other Banks? was Rs.2,11,106 and the same has been increased to Rs.87,94,008 during the Financial Year 2018-19. But, it is seen that the company has not filed CHG-1 for creation/modification of Charge with this office in this respect as required under Section 77 of the Companies Act, 2013 read with Rule 3 of the Companies (Registration of Charges) Rules, 2014
2. A.
E. Order:
1. Facts about the case : It is observed from the Financial Statements for the year ending 31.03.2019 that as on 31.03.2018, Secured Loan under the Head ?Vehicle loans from other Banks? was Rs.2,11,106 and the same has been increased to Rs.87,94,008 during the Financial Year 2018-19. But, it is seen that the company has not filed CHG-1 for creation/modification of Charge with this office in this respect as required under Section 77 of the Companies Act, 2013 read with Rule 3 of the Companies (Registration of Charges) Rules, 2014
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 :-
The filing of Form CHG-1 requires digital signatures of (i) company director, (ii) authorised representative of the charge-holder bank, and (iii) a practicing professional.
When approached, the bankers declined to cooperate, stating that vehicle hypothecation already stands registered under the Motor Vehicles Act and additional filing under Companies Act was not necessary.
Consequently, the Company was unable to complete the CHG-1 filing despite its intent.
Further, Shri Brahmananda Mishra in his reply has stated that he was an Independent Director in the company.
Order : The submission of the company is not satisfactory. It is observed that Shri Brahmananda Mishra was an Independent Director in the company from 01.02.2016 to 12.09.2018. Thus, he is 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 Bibhuti Bhusan Mishra (all are directors of the company) under the provisions of Section 86 of the Companies Act, 2013 for violation of Section 77 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 | 50000 | 0 | 50000 | |
| 3 | GEETARANI PADHI having DIN as 00628185 | 50000 | 0 | 50000 | |
| 4 | CHELARI VALIYAPURAYIL PADMARAJAN having DIN as 00628214 | 50000 | 0 | 50000 | |
| 5 | BIBHUTI BHUSAN MISHRA having DIN as 00634715 | 50000 | 0 | 50000 | |
| 6 | BRAHMANANDA MISHRA having DIN as 02068154 | 0 | 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 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
