ROC Goa imposed a Rs. 5 lakh penalty on a company and Rs. 1 lakh on its Managing Director for exceeding managerial remuneration limits under Section 197 of the Companies Act, 2013 without shareholder approval.
The Registrar of Companies (ROC) Goa issued an adjudication order imposing penalties on Mega Structures Realestate Limited and its Director for violating Section 197(15) of the Companies Act, 2013. The default was observed during an Inquiry, which found that for the FY 2019-20, the company had paid managerial remuneration to its MD and other directors in excess of 11% of its net profits. To exceed this limit, a public company is required under Section 197(1) to obtain shareholder approval via a special resolution and file the resolution with the ROC via e-form MGT-14, which the company failed to do. Consequently, the ROC imposed a total penalty of ₹6,00,000 as prescribed under Section 197(15): ₹5,00,000 on the company and ₹1,00,000 on the officer in default, Mr. Rajkumar Raju Gadge. The penalized parties are directed to pay the amount and rectify the default within 90 days of receiving the order.
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/00712 Dated: 30/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 197(15) 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, 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 any person makes any default in complying with the provisions of this section, he shall be liable to a penalty of one lakh rupees and where any default has been made by a company, the company shall be liable to a penalty of five lakh rupees.]
D. Facts about the case:
1. Default committed by the officers in default/noticee – As per Section 197(1) of the Companies Act, 2013, ?The total managerial remuneration payable by a public company, to its directors including managing director and whole-time director, and its manager in respect of any FY shall not exceed 11% of the net profits of that company in a financial year, except with the approval of shareholders in general meeting.?
During the course of Inquiry, it was observed by the Inquiry Officer that the company has paid remuneration to its MD and its other Directors in excess of the prescribed limits as per section 197 of the Companies Act, 2013 for the FY 2019-20. The company was required to pass a special resolution in the general and file the same with this office through e-form MGT-14 as per section 117 of the Companies Act, 2013 but the same has not been done. The company and its officers in default have violated the section 197 of the Companies Act, 2013 and are liable for penal action under section 197(15).
2. No e-hearing requested by the company.
E. Order:
1.1 During the course of Inquiry, it was observed by the Inquiry Officer that the company has paid remuneration to its MD and its other Directors in excess of the prescribed limits as per section 197 of the Companies Act, 2013 for the FY 2019-20. The company was required to pass a special resolution in the general and file the same with this office through e-form MGT-14 as per section 117 of the Companies Act, 2013 but the same has not been done. The company and its officers in default have violated the section 197 of the Companies Act, 2013 and are liable for penal action under section 197(15).
2.In this regard, A Show Cause Notice vide notice ID no. SCN/ADJ/09-2025/GA/02466 dated 09.09.2025 was issued to the company and its officers in default under section 454 r/w section 197 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.5,00,000/- on the company and Rs.1,00,000/- each on officer in default for contravention of section 197 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 | MEGA STRUCTURES REALESTATE LIMITED having CIN as U70109GA2016P LC012911 | 500000 | 0 | 500000 | |
| 2 | RAJKUMAR RAJU GADGE having DIN as 03520673 |
100000 | 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 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
