The Registrar of Companies, Mumbai, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties on a listed public company and its officers for delay in filing Form MR-2 related to the appointment of a non-resident Whole Time Director. The company had appointed the director for the period from 09.08.2021 to 08.08.2026, and approval was obtained from the Board and shareholders. However, although Form MR-2 was initially filed on 25.10.2021, the company failed to respond to communications, leading to rejection of the form on 19.03.2024. A fresh Form MR-2 was filed on 02.04.2024, resulting in a delay of 878 days beyond the prescribed 90-day limit under Rule 7(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The adjudicating authority imposed the maximum penalty of Rs. 2 lakh on the company and Rs. 50,000 each on five officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/05-2026/MH/02138 | Dated: 25/05/2026
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. 698(E) dated 10/02/2026 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 withCompanies (Adjudication of Penalties) Rules, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to CASTROL INDIA LIMITED [herein after known as Company] bearing CIN L23200MH1979PLC021359, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at TECHNOPOLIS KNOWLEDGE PARKMAHAKALI CAVES ROAD ANDHERI E NA MUMBAI MAHARASHTRA INDIA 400093
Individual details:
In the matter relating to SAUGATA BASURAY_____
In the matter relating to DEEPESH BAXI _________
In the matter relating to SANDEEP SANGWAN ________
In the matter relating to MAYANK PANDEY ______
In the matter relating to HEMANGI YATEEN GHAG ______
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 Application dated 15.01.2026 from the Company (hereinafter referred to as the Applicant) 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 applicant has stated that the Company appointed Mr. Mayank Pandey (DIN-09274832), a Non-Resident of India, as the Whole Time Director of the Company with effect from 09.08.2021 to 08.08.2026. His appointment was approved by the Board of Directors and Members in the Board meeting on 02.08.2021 and AGM held on 08.06.2022 respectively. The Company was required to file E-form MR-2 within 90 days that is on or before 07.11.2021. However, the applicant stated that due to inadvertence the Company missed the communication against the E-form MR-2 filed vide SRN T55803803 on 25.10.2021 was rejected on 19.03.2024. Thereafter, the Company filed E-form MR-2 vide SRN AA7239870 on 02.04.2024 and same was rejected by the Ministry vide letter dated 27.06.2024 on the ground that the E-form MR-2 filed beyond 90 days from the said appointment. Subsequently, vide letter dated 05.06.2025 the Ministry re-opened the representation made vide SRN AA7239870 on 02.04.2024. Thus, the Applicant filed E-form MR-2 on 02.04.2024 after a delay of 878 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.
2. The Noticees did not request for E-hearing and the Adjudicating Officer is also of the view that no E-hearing is required in the instant case.
E.Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/04-2026/MH/04221 dated 27.04.2026 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 nonresident 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 05.05.2026 admitted the default. The Noticees did not request for E-hearing and the Adjudicating Officer is also of the view that no E-hearing is required in the instant case.
C. On perusal of the Application it is observed that the Company during the Board meeting held on 02.08.2021 and AGM held on 08.06.2022 approved the appointment of Mr. Mayank Pandey (DIN-09274832), a Non-Resident of India, as the Whole Time Director with effect from 09.08.2021 to 08.08.2026. However, the Company failed to file E-form MR-2 within 90 days that is on or before 07.11.2021. However, the E-form MR-2 filed vide SRN T55803803 on 25.10.2021 was rejected on 19.03.2024 by the Ministry of Corporate Affairs due to lack of communication. Thereafter, the Company filed E-form MR-2 vide SRN AA7239870 on 02.04.2024 which was rejected by the Ministry vide letter dated 27.06.2024. Subsequently, vide letter dated 05.06.2025 the Ministry re-opened the representation made vide SRN AA7239870 on 02.04.2024. Thus, the Applicant filed E-form MR-2 on 02.04.2024 after a delay of 878 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.
D. 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.
E.Therefore, the Company and its Officers in default shall be liable to a penalty of Rs. 10,000/- for first default and Rs. 1000/- per day for continued default of 877 days that is Rs. 8,87,000/- (Rupees Eight Lakhs Eighty-Seven Thousand only) subject to maximum of Rs. 2,00,000/- (Rupees Two Lakhs only) to the Company and Rs. 50,000/- (Rupees Fifty Thousand only) to the Officers in default.
F. However, the Subject Company does not fall within the definition of a Small Company under the provisions of 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. G.Thus, the Company shall be liable to a penalty of Rs. 2,00,000/- (Rupees Two Lakhs only) and its Officers in default shall be liable for the maximum penalty of Rs. 50,000/- (Rupees Fifty Thousand only) each.
H. 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 Rs. 2,00,000/- (Rupees Two Lakhs only) on the Company and Rs. 50,000/- (Rupees Fifty Thousands only) on its Officers 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 | CASTROL INDIA LIMITED having CIN as L23200MH1979P LC021359 | NA | 200000 | 0 | 200000 |
| 2 | SAUGATA BASURAY having DIN as 09522239 | NA | 50000 | 0 | 50000 |
| 3 | DEEPESH BAXI having DIN as
02509800 |
NA | 50000 | 0 | 50000 |
| 4 | SANDEEP SANGWAN having DIN as 08617717 |
NA | 50000 | 0 | 50000 |
| 5 | MAYANK
PANDEY having DIN as 09274832 |
NA | 50000 | 0 | 50000 |
| 6 | HEMANGI YATEEN GHAG having DIN as 00520455 | 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai I
