Registrar of Companies (ROC), Goa, has passed an adjudication order imposing penalties on Mega Structures Realestate Limited and its Managing Director, Rajkumar Raju Gadge, for contraventions under Section 187 of the Companies Act, 2013The case stems from findings during an inquiry under Section 206(4) of the Act, which revealed that certain immovable properties, motor vehicles, and financial investments acquired through the transfer of a proprietary business to the company were not recorded in the company’s name, despite share allotment being issued as consideration.
The company had allotted shares worth ₹2.02 crore to Mr. Gadge in FY 2017–18 against the acquisition of assets of M/s Reliance Construction Company, his proprietary concern. However, auditors in successive years reported that multiple assets—including land at Aldona, a house at Nachinola, office premises at Mapusa, and motor vehicles—remained in the name of Mr. Gadge. Similarly, investments in mutual funds and fixed deposits were also retained in his name between FY 2017–18 and FY 2019–20. Section 187(1) mandates that all investments and property acquired by a company must be held in its own name. Non-compliance attracts penalties under Section 187(4), which prescribes fines of up to ₹5 lakh for the company and ₹50,000 for every officer in default.
Based on the violations, the ROC issued a show cause notice in April 2025 to both the company and its Managing Director for failure to comply during FY 2018–19. No response was received from the company, nor was any request made for an e-hearing. After reviewing the auditor’s reports and the company’s financial statements, the Adjudicating Officer concluded that the company failed to take corrective steps to transfer the assets and investments into its name, thereby constituting a continuing default across multiple years.
Accordingly, the ROC, exercising powers under Section 454 of the Companies Act, imposed a penalty of ₹5,00,000 on Mega Structures Realestate Limited and ₹50,000 on Mr. Gadge as the officer in default. The order also directs rectification of the default within 90 days and requires payment of the penalty via the Ministry of Corporate Affairs’ e-Adjudication portal. The penalty imposed on the officer in default is to be paid from his personal funds.
The order further clarifies that any appeal against the adjudication may be filed with the Regional Director, Mumbai, within sixty days, in accordance with Section 454(5) and 454(6) of the Companies Act, 2013Non-payment of penalties within the prescribed period would attract penal consequences under Section 454(8). The decision aligns with prior interpretations of Section 187, which underline the principle that a company must ensure ownership of its investments and assets to maintain transparency and safeguard shareholder interests.
The case highlights strict enforcement of Section 187 by the MCA and underscores the liability of directors for ensuring compliance with statutory requirements. It also demonstrates the increasing reliance on auditor qualifications as a trigger for regulatory action. The adjudication order thus serves as a reminder that corporate officers can face personal financial penalties for lapses in transferring assets to the company’s name, even when such assets were part of acquisition transactions.
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/08-2025/GA/00597 | Dated: 09/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 187(4) 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 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, 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 H NO 762/B KHOIRUT ALDONA BARDEZ Goa India 403508
C. Provisions of the Act:
(4) If a company is in default in complying with the provisions of 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 fifty thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – During the course of Inquiry under section 206(4) of the Companies Act, 2013 the Inquiry Officer observed that the as per para 1 of the Basis of the Qualified Opinion stated in the Auditors report for FY 2017-18, the company has allotted shares of Rs.2,02,56,140/- to Mr.Rajkumar Gadge (MD) as purchase consideration against acquisition of net assets of the proprietary business M/s Reliance Construction company. However, in note 26 of the financial statements, the Auditor has stated that below mentioned assets are not in name of the company as at reporting date. Therefore, the company’s management states that it is in the process of taking appropriate steps to transfer these assets in the name of the company”. It is observed that despite the allotment of shares of Rs.2,02,56,140/- as the purchase consideration in respect of acquisition of his proprietary business, Mr. Rajkumar Gadge is still holding the ownership of the below mentioned assets from FY 2017-18 to FY 2021-22.Hence the company and Managing Director have violated section 187 of the Companies Act, 2013 for FY 2017-18, 2018-19, 2019-20,2020-21 and 2021-22 and are liable for penal action under section 187(4) of the Companies Act, 2013.
Assets of the company:
1. Immovable Property land at Aldona
2. Immovable property house at Nachinola
3. Office premises at Mapusa
4. Motor vehicles
Further, as per Note 24 of the financial statements for the FY 2017-18 and 2018-19, out of assets acquired assets acquired following assets are not in the name of the company and are held in the name of the Managing Director
1. Investment in Mutual Fund
2. Investment in Fixed Deposits
The company took no action for transfer of Investments in Mutual Funds in the FY 2017-18, 2018-19 and FY 2019-20 and Investment in Fixed deposits in FY 2017-18 and FY 2018-19. Hence, the company and Managing Director have violated section 187 of the Companies Act, 2013 for FY 2017-18, 2018-19, 2019-20 and 2020-21 and are liable for penal action under section 187(4) of the Companies Act, 2013
The said notice has been issued for the default of said section for FY 2018-19.
2. No e-hearing was requested by the company.
E. Order:
1. 1. During the course of Inquiry conducted under section 206(4) of the Companies Act, 2013, the Inquiry Officer observed the following:
?As per Auditors report for FY 2017-18, the company has allotted shares of Rs.2,02,56,140/- to Mr.Rajkumar Gadge (MD) towards purchase consideration against acquisition of net assets of the proprietary business M/s Reliance Construction company.
?However, the Auditors report for FY 2018-19 has stated that below mentioned assets were still not in the name of the company. Despite the allotment of shares of Rs.2,02,56,140/-, the said assets continued to remain in the ownership of Mr.Rajkumar Gadge (MD).
? Hence the company and Mr.Rajkumar Gadge (MD) have violated section 187 of the Companies Act, 2013 for FY 2017-18 and are liable for penal action under section 187(4) of the Companies Act, 2013
Assets of the company(not in the name of the company):
1. Immovable Property land at Aldona
2.Immovable property house at Nachinola
3.Office premises at Mapusa
4.Motor vehicles.
2.Further, as per financial statements of FY 2018-19, Investments in Mutual Fund and Investment in Fixed Deposits, were also not held in the name of the company but were instead in name of the Managing Director. The company took no action for transfer of said assets in the FY 2018-19. Hence, the company and Managing Director have again violated section 187 of the Companies Act, 2013 for FY 2018-19 and are liable for penal action under section 187(4) of the Companies Act, 2013. 3.A Show Cause Notice vide notice ID no. SCN/ADJ/01-2025/GA/00455 dated 29.04.2025 was issued to the company and its officers in default under section 454 r/w section 187 of the Companies Act, 2013 through E-adjudication Module for FY 2018-19 on account of failure to comply with the provisions of Section 187, which mandates that all investments made or held by a company in any property, security or other assets shall be made and held by its own name.
4.No reply has been received from the company.
5. After considering the submissions made 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.5,00,000/- on the company and Rs.50,000/- on the Officer in default for contravention of the provisions of section 187 the Companies Act, 2013 for financial year 2018-19.
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 | MEGA STRUCTURES REALESTATE LIMITED having CIN as U70109GA2016P LC012911 | 500000 | 0 | 500000 | |
| 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 theCompanies Act, 2013
Trupti Sharma,
Registrar of Companies
ROC Goa
