MUMBAI BENCH COURT II Item No. 137 Company Petition/108/2025 CORAM SHRI SANJIV DUTT SHRI ASHISH KALIA HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

ORDER SHEET OF HEARING (HYBRID) DATED 06.02.2026 NAME OF THE PARTIES: Maharashtra Oil Extractions Limited Vs.

Registrar Of Companies Mumbai Appearance:

For ROC Mumbai : Adv. A K Singh (VC)

For Respondent : None Sec. 441

ORDER

Company Petition/108/2025

1. BACKGROUND

1.1 This Application bearing CP No108/MB/2025 was filed by Maharashtra Oil Extractions Limited (Petitioner No.1) and Mr. Manoj Basantlal Agrawal (Petitioner No. 2), its Managing Director and authorized representative (both hereinafter referred to as “the Petitioners”) on 12.05.2025 suo motu under Section 441 of the Companies Act, 2013 seeking compounding of the offence committed by the Petitioners under Section 148(3) of the Companies Act, 2013 (hereinafter referred to as "the Act") on account of delay in the filing of cost auditor report from Financial Year 2016-2017 to Financial Year 2023-2024.

2. AVERMENTS OF PETITIONERS

2.1 The Petitioner No. 1 was duly incorporated under the provisions of the Act and registered with the Registrar of Companies, Mumbai, at Maharashtra on 21.11.1995. The Company is presently a public company limited by shares. It is engaged in the business of manufacturing and dealing in solvent-extracted oils, de-oiled cakes, oilseeds, and related products. It is also engaged in trading, import, export, and cultivation of oilseeds and manufacturing and trading in oils, animal feed, FMCG products, and ready-to-eat foods.

2.2 As on the date of filing the present petition, the share capital of the Company is as follows:

Particulars Amount (Rs.)

Authorised Share Capital

1,00,00,000 Equity shares of face value of Rs. 10/- each 10,00,00,000/- TOTAL 10,00,00,000/-

Issued, Subscribed and Paid-up Share Capital

18,42,177 Equity shares of face value of Rs. 10/- each 1,84,21,770/- TOTAL 1,84,21,770/-

2.3 Pursuant to Section 148 (3) of the Act read with Rule (6) of Companies (Cost Records and Audit) Rules, 2014, the company was required to appoint a cost auditor from Financial Years 2016-17 to 2023-24 as the turnover of the company exceeded the required threshold. However, the company failed to appoint a cost auditor and file the cost audit report, thus violating Section 148 of the Act.

2.4 The Company has made good the default by appointing Mr. Jignesh Vitthalbhai Poriya (Membership No. 46606) as Cost Auditor for the financial years 2016– 2017 to 2021–2022 and Ms. Darshana Radheshyam Gindodia (Membership No. 30142) as Cost Auditor for the financial years 2022–2023 and 2023–2024, both vide Board Resolutions dated 05.02.2025.

2.5 Pursuant to such appointments, Form CRA-2 for the respective financial years

2016–2017 to 2023–2024 has been duly filed with the Registrar of Companies, Mumbai on 05.04.2025.

2.6 It is submitted that the Cost Audit Reports for the aforesaid financial years have been duly filed in Form CRA-4 with the Registrar of Companies, Mumbai, along with requisite challans, and the Board of Directors has taken the same on record vide Resolutions dated 11.04.2025 (for FY 2016–2017 to 2021–2022)

and 08.03.2025 (for FY 2022–2023 and 2023–2024).

2.7 The Petitioners submit that all requisite compliances under Section 148 of the Companies Act, 2013, including filing of Forms CRA-2 and CRA-4, have now been duly completed for all the relevant financial years.

2.8 The Petitioners humbly submit that the aforesaid non-compliance under Section 148 of the Companies Act, 2013 was neither deliberate nor wilful and that all requisite compliances have now been duly completed. It is, therefore, prayed that the default committed under section 148(3) and section 148(6) of the Act from the financial year 2016-2017 to financial year 2023-2024 be compounded and a minimum fine imposed considering the suo-motu Company compounding application.

3. CONTENTIONS OF RESPONDENT/REGISTRAR OF COMPANIES

3.1 The Registrar of Companies, Mumbai (RoC)/Resp