The Registrar of Companies, Coimbatore, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties under Section 450 for contravention of Section 196. The company reappointed its Whole-Time Director with effect from 24.06.2022 pursuant to a board resolution dated 05.05.2022 and was required to file e-Form MR-1 by 23.08.2022. However, the company filed MR-1 on 09.11.2022, resulting in a delay of 78 days. The order records that Section 196 does not prescribe a specific penal provision and, therefore, the contravention is punishable under Section 450. A physical hearing was conducted on 16.07.2026, during which the company’s authorised representative presented the facts. The Adjudicating Officer imposed a penalty of ₹88,000 on the company and ₹50,000 each on three officers in default, being the maximum penalty applicable to officers under Section 450. No penal action was taken against one officer as he had expired on 17.10.2025. The order directs payment of the penalties within 90 days and provides for an appeal before the Regional Director, Chennai.
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/07-2026/CB/02541 Dated: 16/07/2026
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 VEEJAY LAKSHMI ENGINEERING WORKS LIMITED [herein after known as Company] bearing CIN L29191TZ1974PLC000705, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at SENGALIPALAYAMNGGO COLONY POST SENGALIPALAYAM COIMBATORE NORTH COIMBATORE TAMIL NADU INDIA 641022
Individual details:
In the matter relating to DEVARAJ RANGANATHAN ———–
In the matter relating to VAIYAMPALAYAM KRISHNAMA NAIDU SWAMINATHAN————–
In the matter relating to VAIYAMPALAYAM JANARTHANAM JAYARAMAN —————
In the matter relating to JAYARAMAN ANAND ——————
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 – The company filed MR-1 vide SRN F4178551 for Re-appointment of MR. D. Ranganathan, as Whole Time Director with effect from 24.06.2022, vide board resolution passed on 05.05.2022, and the MR-1 to be filed on or before 23.08.2022. Whereas the company filed MR-1 filed on 09.11.2022 resulting in a delay of 78 days and the same is violated under section 196(1) of the companies act, 2013 and penal provision under section 450 of the companies act, 2013. As per section 196(1) (2) of the companies act, 2013, no company shall appoint or employ at the same time a managing director and a manager. And no company shall appoint or reappoint any person as its managing director, whole time director or manager for a term exceeding five years at a time. As the section 196 does not provide any penal provision , the contravention for the section 196 is punishable under section 450 of the companies act, 2013.
2. Company has reappointed Mr. D. Ranganathan, as Whole Time Director with effect from 24.06.2022, vide board resolution passed on 05.05.2022, and the MR-1 to be filed on or before 23.08.2022. Whereas the company filed MR-1 filed on 09.11.2022 resulting in a delay of 78 days and the same is a contravention of section 196 of Companies Act 2013. In line with the request of the Company to have a physical hearing, the same was conducted on 16/07/2026. The Company representative Mr M D Selvaraj PCS, has appeared before the Adjudicating Officer and presented the facts of the case. After hearing the Authorized Representative order has been passed and penalties are imposed under section 450 of the Act, as section 196 does not contain any penal provisions.
E. Order:
1. Since the contravention is established clearly, a penalty of Rs. 88000/- (Rs. 10000/- + 78 X Rs. 1000/-) are to be imposed on the Company and all the Officers in default. As section 450 has capped the penalty of officers in default to Rs. 50,000/-, all the Officers in default are imposed a penalty of Rs. 50,000/- each and the Company is imposed a penalty or Rs. 88000/-. Since Mr VAIYAMPALAYAM JANARTHANAM JAYARAMAN (DIN 00137340) has expired on 17/10/2025, no penal action exists against him.
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 | VEEJAY LAKSHMI ENGINEERING WORKS LIMITED having CIN as L29191TZ1974PL C000705 | 88000 | 0 | 200000 | |
| 2 | DEVARAJ RANGANATHAN having DIN as 00137566 | 50000 | 0 | 50000 | |
| 3 | VAIYAMPALAYA
M KRISHNAMA NAIDU SWAMINATHAN having PAN as AECPS5921G |
50000 | 0 | 50000 | |
| 4 | VAIYAMPALAYA
M JANARTHANAM JAYARAMAN having DIN as 00137340 |
0 | 0 | 50000 | |
| 5 | JAYARAMAN ANAND having DIN as 00137425 | 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
