The Registrar of Companies, Chennai passed an adjudication order under section 454 of the Companies Act, 2013 for violation of section 121(3) relating to non-filing of Annual General Meeting (AGM) reports. An inquiry under section 206(4) revealed that the listed company failed to file e-Form MGT-15 for the AGMs pertaining to the financial years 2015–16 and 2016–17, despite the statutory requirement to file the report within 30 days of the AGM. The company contended that it was under liquidation pursuant to a High Court order and that its records were in the custody of the Official Liquidator. However, no representation was made during the adjudication hearing, and the proceedings continued ex-parte. The adjudicating authority held that liquidation does not absolve statutory non-compliance for prior periods. Considering the company’s liquidation status, penalties were imposed only on the officers in default. Each officer was levied a penalty of ₹1,00,000, reinforcing that AGM reporting obligations for listed companies remain enforceable notwithstanding subsequent liquidation.
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/01205 Dated: 07/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 121(3) 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 ARVIND REMEDIES LIMITED [herein after known as Company] bearing CIN L24231TN1988PLC015882, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 38,39 & 40 SIDCO INDUSTRIAL ESTATE KAKKALUR THIRUVELLORE NA CHENNAI CHENNAI TAMIL NADU INDIA 602003
Individual details:
In the matter relating to CHANDRA RAVINDRAN ——-
In the matter relating to ARVIND KUMAR BABHUTMALJI SHAH ——-
C. Provisions of the Act:
5,[4[3[(3) If the company fails to file the report under sub-?section (2) before the expiry of the period specified therein, such company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty which shall not be less than twenty-five thousand rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees.]]]
D. Facts about the case:
1. Default committed by the officers in default/noticee – An inquiry was conducted under Section 206(4) of the Companies Act 2013 in the matter of Arvind Remedies Limited by an Officer authorized by the Central Government wherein the observations of the Inquiry Officer are as follows:
” It is observed from the MCA 21 Portal that, ?as per Section 121 of the Companies Act, 2013, every listed company should prepare a prescribed manner in report on each Annual General Meeting including confirmation. The report should be submitted to ROC within 30 days in conclusion of Annual General Meeting”.
It is observed from MCA portal, the company has not filed e-form MGT-15 regarding Annual General Meeting report for the financial years 2015-16 and 2016-17. Hence, there is a violation of Section 121 of the Companies Act, 2013.
Further, the company is under liquidation, hence, the Officers in default are liable under Section 450 of the Companies Act, 2013.
2. The Adjudication Authority has issued notice for e-Adjudication on 06.03.2025. The Company vide letter dated 26.03.2025 submitted that CP:123/2016 was filed against the Company before the Hon’ble High Court and the Hon’ble High Court by order dated 17.10.2016 appointed an Official liquidator for the Company, all company assets, books, records, documents and title, etc. were taken over by the Official Liquidator on 15.03.2017. The Company further requested that to write to the Official Liquidator for further clarification and investigation. Further the Adjudicating Authority had issued notice for e-hearing on 13.08.2025 for hearing scheduled on 26.08.2025. Neither the Directors nor their Authorized representatives attended the hearing fixed on 26.08.2025, therefore as per Rule 3(8) of 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 inquiry conducted by the Officer authorized by the Central government, it is noticed from the Inspecting Officer report, that M/s. ARVIND REMEDIES LIMITED being a Listed Company has not filed e-form MGT-15 regarding Annual General Meeting report as required under Section 121 of the Companies Act, 2013 for the Financial Years 2015-16 and 2016-17. In view of the above, the company has violated Section 121 of the Companies Act, 2013 and thereby, the Company and its officers in default are liable under Section 121(3) of the Companies Act, 2013.
Further, it is noticed that the Company is under Liquidation, therefore, only the Officers in default are liable under Section 121(3) 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 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 | CHANDRA RAVINDRAN having DIN as 00771329 |
100000 | 0 | 100000 | |
| 2 | ARVIND KUMAR BABHUTMALJI SHAH having DIN as 01063744 | 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 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
