The Registrar of Companies (ROC), Chennai passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 92 relating to delayed filing of the annual return. The company failed to file Form MGT-7 for the financial year ending 31.03.2015 within the statutory time limit prescribed under Section 92(4). The return was eventually filed on 24.04.2018, resulting in a delay of 877 days. The matter originated from complaints filed before the Additional Chief Metropolitan Magistrate, Economic Offences Court, which later transferred the case to the ROC for adjudication under Section 454. During adjudication proceedings, notices were issued and an opportunity for hearing was provided, but the officers in default did not attend the hearing. Consequently, the matter proceeded ex-parte. The ROC concluded that the company had contravened Section 92(4) and imposed penalties under Section 92(5), including a penalty of ₹97,700 on the company and ₹50,000 each on the directors.
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/03-2026/CN/01732 | Dated: 11/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 92(5) 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 CCompanies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to MIDVALLEY ENTERTAINMENT LIMITED [herein after known as Company] bearing CIN L85110TN1989PLC062297, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 9TH FLOOR, GG EMERALD, 312,VKH ROAD, NUGAMBAKKAM NA CHENNAI CHENNAI TAMIL NADU INDIA 600034
Individual details:
In the matter relating to RAGHAVAN GOPALASWAMI ___________
In the matter relating to KAMALNAYAN ___________
In the matter relating to GANAPATHI LALITHA ___________
In the matter relating to CHANDRASEGARAN RAMASAMY ___________
C. Provisions of the Act:
If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure 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.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Court of the Additional Chief Metropolitan Magistrate vide order dated 31.08.2023 and 24.08.2023, transferred the case E.O.C.C.No. 40/2023 and E.O.C.C.No. 287/2017 to ROC/Adjudicating Authority to initiate Adjudication against the Company and its officers in default under Section 454 of the Companies Act, 2013, for not filing MGT-7 (Annual Return) for the Financial year ending 31.03.2015, resulting in violation of Section 92 of the Companies Act, 2013.
Section 92(4) of the Companies Act, 2013 states that, every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed.
It noticed that the subject company has filed the form MGT-7 (Annual Return) for financial year 2014-2015 on 24.04.2018 vide SRN G84607852 with a delay of 877 days. The Company ought to have filed MGT-7 for the Financial year 2014-2015 on or before 29.11.2015, since the Company failed to file Form MGT-7 before the prescribed time, thereby violated Section 92(4) of the Companies Act, 2013. Hence the company and its officers in default are liable for action under Section 92(5) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03418 for defaults under the section 92(5) of the Companies Act, 2013 on 14.01.2026. Mr. Kamal Nayan, officer in default, vide letter dated 30.01.2026 requested to grant time until 15.02.2026 for hearing. Further, the Adjudicating Authority had issued notice dated 17.02.2026, for e-Hearing scheduled on 20.02.2026. Neither the officers in default nor their authorized representatives attended the hearing scheduled on 20.02.2026. 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. On perusal of the Complaint filed under section 92(4) read with Section 92(5) of the Companies Act, 2013 and relevant forms, it is noticed that the company has filed e-Form MGT-7 on 24.04.2018 vide SRN: G84607852 with a delay of 877 days, which violates Section 92(4) of companies Act, 2013. In view of the above, it is evident that the Company has violated section 92(4) of Companies Act, 2013 by not filing MGT-7 within the prescribed time mandated under Section 92(4) of Companies Act, 2013. Therefore, the Company and its Officers in default are liable for penalty under Section 92(5) of 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 | MIDVALLEY ENTERTAINMEN T LIMITED having CIN as L85110TN1989PL C062297 | 97700 | 0 | 200000 | |
| 2 | RAGHAVAN GOPALASWAMI having DIN as 01661856 | 50000 | 0 | 50000 | |
| 3 | KAMALNAYAN . having DIN as 01972938 | 50000 | 0 | 50000 | |
| 4 | GANAPATHI LALITHA having DIN as 06801777 | 50000 | 0 | 50000 | |
| 5 | CHANDRASEGA RAN RAMASAMY having DIN as 01418077 |
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 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
