The Registrar of Companies, Delhi II, passed an adjudication order under Section 454 of the Companies Act, 2013 against Absolute Projects (India) Limited and its officers for violation of Sections 177 and 178 of the Companies Act. The company admitted through GNL-1 applications that after achieving a turnover of Rs. 307.49 crore in FY 2017-18, it was required to constitute an Audit Committee, Nomination and Remuneration Committee, and establish a Vigil Mechanism along with publishing the related policy on its website. However, the company failed to comply from 01.04.2018 and rectified the defaults only on 01.01.2025, resulting in a delay of 2,831 days. The company attributed the default to lack of professional guidance and absence of a qualified Company Secretary and sought leniency, but the ROC rejected the request, stating that the penal provisions provide no relaxation for bona fide conduct. Separate penalties were imposed for distinct contraventions relating to both committees. The ROC levied a penalty of Rs. 5 lakh on the company and Rs. 1 lakh each on three officers in default for each violation, directing payment within 90 days and permitting appeal before the Regional Director, Delhi.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/05-2026/DC/02144 | Dated: 14/05/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 178(8) OF THE COMPANIES ACT, 2013.
1. 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.
2. Company details:
In the matter relating to ABSOLUTE PROJECTS (INDIA) LIMITED [herein after known as Company] bearing CIN U74999DL1995PLC065160, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4222/1LAXMI KUNJ IST FLOOR ANSARI ROAD D GANJ NA NEW DELHI DELHI INDIA 110002
Individual details:
In the matter relating to RANJEET SINGH OLA __________
In the matter relating to SUNITA OLA __________
In the matter relating to DEEPENDRA SINGH OLA __________
C. Provisions of the Act:
(8) In case of any contravention of the provisions of section 177 and this section, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – I.This office is in receipt of application through e-form GNL-1 vide SRN AB6397614 and AB6397850 dated 09.09.2025 and 09.01.2025 from the company for adjudication of penalties for default u/s 177 and 178 of the Companies Act, 2013. As per the application, the following has been submitted:
i. That in the Financial Year 2017-18, Company achieved a turnover of INR 307.49 crores.
ii. That pursuant to the above, the Company was required to constitute the Audit Committee and the Nomination and Remuneration Committee and establish a Vigil Mechanism and publish its related policy on the company’s website as per the provisions of section 177 and 178 of the Companies Act, 2013.
iii. That the Company has failed to constitute the Audit Committee and the Nomination and Remuneration Committee and establish a Vigil Mechanism and publish its related policy on the company’s website for the Company from 01.04.2018 onwards.
iv. That the Company has constituted Audit Committee and Nomination and Remuneration Committee and establish a Vigil Mechanism on 01.01.2025 and established a Vigil Mechanism. Thus, this constituted Audit Committee and Nomination and Remuneration Committee and establish a Vigil Mechanism are delayed by 2831 days (days from 01.04.2018 to 01.01.2025)
II. Thus, in view of the above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of section 177 and 178 of the Companies Act, 2013 and the noticees are required to show cause as to why they should not be penalized u/s 178(8) for the said non-compliances.
2. No hearing has been sought in the matter by company and officers-in-default.
E. Order:
1. Whereas, in view of the facts of the case, an e-SCN u/s 177 and 178 of the Companies Act, 2013 was issued to the Company and its officers on 12.02.2026 and the response was received vide letter dated 19.02.2026 wherein the non-compliance was accepted and it was stated that the default occurred due to lack of professional guidance and absence of a qualified Company Secretary. It was further requested to either impose no penalty or minimum penalty considering bona fide conduct. However, the penal provision provides no relaxation in imposition of penalty on grounds of bona fide conduct. Hence, the request of the company has not been acceded to.
Therefore, in view of the above, it is observed that pursuant to Section 177 and 178 of the Companies Act, 2013, Company has failed to constitute both Audit Committee and Nomination & Remuneration Committee on exceeding the threshold of prescribed turnover from 01.04.2018 onwards. The mentioned committees were constituted on 01.01.2025 with a delay of 2,831 days (i.e., from 01.04.2018 to 01.01.2025).
Hence, the penalty is levied on the company and the officers-in-default as per section 178(8) of the Act. Further, since the company has defaulted in constituting two separate statutory committees, the contraventions are distinct in nature, and accordingly, separate penalties are leviable for each default. The company and officers-in-default are required to pay sum of penalty (column D of table) and additional penalty (column E of table).
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above is only being adjudicated and any other non-compliances if any, involving aforesaid or any other section under provision of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
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 | ABSOLUTE PROJECTS (INDIA) LIMITED having CIN as U74999DL1995P LC065160 | 500000 | 500000 | 500000 | |
| 2 | RANJEET SINGH OLA having DIN as 00190018 | 100000 | 100000 | 100000 | |
| 3 | SUNITA OLA having DIN as 00190165 | 100000 | 100000 | 100000 | |
| 4 | DEEPENDRA SINGH OLA having DIN as 00190303 |
100000 | 100000 | 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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
