The Registrar of Companies, Coimbatore, under the Ministry of Corporate Affairs, passed an adjudication order imposing penalties under Section 454 read with Section 450 of the Companies Act, 2013 for non-compliance with Section 196. The company failed to file Form MR-1 within the prescribed 60 days for the appointment of its Managing Director, resulting in delays of 35 days and 17 days on two occasions. The company and its officers admitted the default as inadvertent. Since no specific penalty is prescribed for such violation, the adjudicating officer invoked Section 450 (residuary penalty provision). A penalty of ₹62,000 was imposed on the company and ₹50,000 each on three officers in default. The order directed payment within 90 days and allowed appeal before the Regional Director within 60 days, reinforcing strict compliance requirements for timely statutory filings.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Coimbatore
Registrar Of Companies, No.7, AGT Business Park, I Floor, Phase II, Avinashi Road, Civil Aerodrome Post, Coimbatore,
Tamil Nadu, India, 641014
Phone: (0422)-2629640,2628170
Fax: 0422-2628089
E-mail: roc.coimbatore@mca.gov.in
Order ID: PO/ADJ/04-2026/CB/01938 Dated: 16/04/2026
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 with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to THAMBBI MODERN SPINNING MILLS LIMITED [herein after known as Company] bearing CIN U17111TZ1977PLC000776, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OMALUR ROAD, JAGIR AMMAPALAYAM, NA SALEM TAMIL NADU INDIA 636302
Individual details:
In the matter relating to RAMASAMY JAGADEESAN UDAYAR ——
In the matter relating to RAJASEKARAN PONNAPPAN ——-
In the matter relating to RAMAKRISHNAN AAKASH ————–
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 – Company has appointed Mr Ramasamy Jagadeesan as Managing Director with effect from 01/04/2025 vide Borad Resolution passed on 05/03/2025. Consequently the MR-1 has to be filed on or before 31/05/2025. However the Company has filed MR-1 on 17/06/2025 resulting in a delay of 17 days. Hence Company and Officers in default are liable for penal action under section 450 of Companies Act 2013 for violating section 196(2) of Companies Act 2013.
2. Company has appointed Mr RAMASAMY JAGADEESAN having DIN as 01153985 as the Managing Director of the Company on 01/04/2022 and on 01/04/2025 each for a span of three years from the date of appointment. In each of the instance, Company has failed to file MR-1 within 60 days from the date of appointment. For the appointment w.e.f 01/04/2022, the Company has filed MR-1 on 05/07/2022 and for the appointment with effect from 01/04/2025, it has filed MR-1 on 17/06/2025 resulting in a delay of 35 days and 17 days respectively. SCN was sent to the Company and officers in default. The Company has accepted the default. Based on the request of the Company a physical hearing was conducted.
E. Order:
1. The Company and Officers in Default have accepted the default as an inadvertent mistake without any mala-fide intention. Hence it is established that there is a default in complying with provisions of section 196 of Companies Act 2013. Since there is no exclusive penal provisions available for contravention of section 196, this AO has invoked section 450 of Companies Act 2013 which prescribes penalty for contraventions where no penal provisions are present elsewhere in Companies Act 2013. Hence an amount of Rs. 62,000/- (Rs. 10,000/- + 52 days X Rs. 1000/-) is imposed on the Company and an amount of Rs. 50000/- is imposed on each of the three officers in default.
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 | THAMBBI MODERN SPINNING MILLS LIMITED having CIN as U17111TZ1977PL C000776 | NO | 62000 | 0 | 200000 |
| 2 | RAMASAMY JAGADEESAN UDAYAR having DIN as 01153985 | NO | 50000 | 0 | 50000 |
| 3 | RAJASEKARAN PONNAPPAN having PAN as ADDPR3091C | NO | 50000 | 0 | 50000 |
| 4 | RAMAKRISHNAN AAKASH having PAN as CIKPA9288A | NO | 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.
Vairamuthu Nagarajan,
Registrar of Companies
ROC Coimbatore
