The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing a penalty for violation of related party disclosure requirements. A supplementary inquiry under Section 206(4) revealed that the company had entered into related party transactions with its holding company, group entities, key managerial personnel, and joint ventures during FY 2017–18 but failed to disclose such contracts and the justification for entering into them in the Board’s Report, as mandated under Section 188(2). The records further showed that the company neither provided evidence of compounding of the violation nor established that any prosecution was pending. Despite issuance of notices, the concerned director did not respond or appear for hearing, leading to ex-parte proceedings. Concluding that the contravention stood established, the adjudicating authority held the director liable under Section 188(5)(ii) and imposed a penalty of ₹5 lakh, payable personally within 90 days, with the right to appeal before the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India, 600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/12-2025/CN/01106 Dated: 06/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 188(5)(ii) 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 UNIPRES INDIA PRIVATE LIMITED [herein after known as Company] bearing is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at RNS-6, SIPCOT INDUSTRIAL GROWTH CENTRE ORAGADAM, VADAKUPATTU POST, NA SRIPERUMBUDUR TALUK TAMIL NADU INDIA 603204
Individual details:
In the matter relating to AKIRA TANAKA [herein after known as individual] having and having its address at ________
C. Provisions of the Act:
(5) Any director or any other employee of a company, who had entered into or authorised the contract or arrangement in violation of the provisions of this section shall,?
(i) in case of listed company, be liable to a penalty of twenty-five lakh rupees; and
(ii) In case of any other company, be liable to a penalty of five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – A Supplementary inquiry was conducted under Section 206(4) of the Companies Act 2013 in the matter of Unipres India Private Limited by an Officer authorized by the Central Government wherein the observations of the Inquiry Officer are as follows:
” It is observed from the company’s reply dated 16.08.2022 that the company had related party transactions with holding company, enterprises exercising significant influence, fellow subsidiary, Key Managerial Personnel and joint venture for the financial year ended 31.03.2018, however, the financial statement for the year ended 31.03.2018 filed with Registrar in e-form AOC-4 XBRL that the company has failed to disclose the related party transaction or contract in the Board’s report along with the justification for entering into such contract arrangement as per Section 188(2) of the Companies Act, 2013. It is also observed from the available records that no proper documentary proof has been submitted by the company stating that the said violation has been compounded by the competent authority and also no documentary proofs were submitted by the company as to follow up action taken by the company for transferring the compounding application from NCLT, Chennai Bench to Directorate. Further, no prosecution is pending before the Ld. Court for the said violation. In view of the above circumstances, it is confirmed that the violation of Section 188(2) of the 2013 Act exists for failure to disclose the related party transaction or contract in the Board’s report for the financial year ended 31.03.2018″.
Upon submission of the Supplementary Inquiry report, the Regional Director (SR), Chennai has directed to initiate penal action for the violations of Section 188(2) of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for E-Adjudication on 10.03.2025 but, no reply has been received from the Director. Further, the Adjudicating Authority had issued notice dated 05.05.2025 for e-Hearing, scheduled on 09.05.2025. Neither the Director nor their authorized representatives attended the hearing fixed on 09.05.2025. Therefore, as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E. Order:
1. Pursuant to the Supplementary inquiry conducted by the Officer authorized by the Central Government, it is noticed from the Company’s reply dated 16.08.2022, the Company had related party transactions with holding company, enterprises exercising significant influence, fellow subsidiary, Key Managerial Personnel and Joint ventures for the Financial Year ended 31.03.2018. However, in the Financial Statement for the year ended 31.03.2018 filed with Registrar in e-form AOC-4 XBRL, the Company has failed to disclose the related party transaction or contract in the Board’s report along with the justification for entering into such contract arrangement as per Section 188(2) of the Companies Act, 2013.
It is also noticed from the available records that no proper documentary proof has been submitted by the Company stating that the said violation has been compounded by the competent authority and also no documentary proofs were submitted by the Company’s Directorate. Further, it is noticed that no prosecution is pending before the Ld. Court for the said violation. In view of the above circumstances, it is confirmed that the violation of Section 188(2) of the Companies Act, 2013 exists for the failure to disclose the related party transaction or contract in the Board’s report for the Financial Year ended 31.03.2018. Therefore, the Director or any other employee of the Company, who had entered into or authorized the contract or arrangement is liable under Section 188(5)(ii) 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 | Rectification of | Penalty Amount | Additional Penalty | Maximum limit for |
| on whom penalty imposed (B) | Default required (C) | (D) | (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Penalty (F) | |
| 1 | AKIRA TANAKA having DIN as 07778493 | 500000 | 0 | 500000 |
3. he 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
