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 failure to appoint an internal auditor as required under Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014. The company admitted in its GNL-1 application filed on 09.01.2025 that it became liable to appoint an internal auditor for FY 2020-21 after exceeding prescribed financial limits in FY 2019-20, but failed to do so due to lack of professional knowledge and absence of qualified guidance. The company later rectified the default by appointing an internal auditor on 08.03.2025. ROC observed that the delay continued for 1802 days from 01.04.2020 to 07.03.2025. Since no specific penalty exists for violation of Section 138, penalty was imposed under Section 450 of the Companies Act. The ROC rejected the request for waiver or leniency based on bona fide conduct, stating that the law does not provide relaxation on such grounds. Maximum penalty of Rs. 2 lakh was imposed on the company and Rs. 50,000 each on three officers in default. The noticees were directed to pay the penalty within 90 days and informed of their right to 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/02145 | Dated: 14/05/2026
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.
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 MONIKA BHUKAR __________
In the matter relating to DEEPENDRA SINGH OLA __________
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 – 1.This office is in receipt of application vide GNL-1 form (SRN: AB397230) dated 09.01.2025 from the company for adjudication of penalties for default of Section 138 of the Companies Act 2013 r/w Rule 13 of Companies (Accounts) Rules, 2014. The applicant is Ranjeet Singh Ola. As per the application, the following has been submitted:
i. That the Company was required to appoint an Internal Auditor for the Financial Year 2020?21 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as the prescribed financial limits were exceeded in the Financial Year ended on 31.03.2020.
ii. That the Company failed to appoint an Internal Auditor for the Financial Year 2020?21 within the prescribed time period due to lack of professional knowledge of the applicable provisions of the Companies Act, 2013.
iii. That, the Company has rectified the aforesaid non-compliance and appointed an Internal Auditor vide appointment letter dated 08.03.2025.
2. Thus, in view of the above, the adjudication officer has reasonable cause to believe that the subject company has not complied with the provision of 138 of the Companies Act 2013 r/w Rule 13 of Companies (Accounts) Rules, 2014.
3. The Company and the Noticee are hereby called upon to show cause as to why penal action under Section 450 of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the 138 of the Companies Act 2013 r/w Rule 13 of Companies (Accounts) Rules, 2014 of the said acts, may submit objections/ reply, if any.
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 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 was issued to the Company and its officers on 13.02.2026 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 the Company was required to appoint an internal auditor w.e.f. 01.04.2020 on exceeding the prescribed financial limits in F.Y. 2019-20. However, the internal auditor was appointed on 08.03.2025 with delay of 1802 days, i.e. from 01.04.2020 to 07.03.2025.
Since, there is no specific penal provision for non-compliances u/s 138 of CA, 2013, the company and its officers-in-default are liable for penalty u/s 450 of CA, 2013. Further, the amount of penalty to be imposed exceeds maximum limit prescribed under penal provision section 450 and hence, the maximum penalty is levied on the company and the officers-in default as per section 172 of the Act.
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 | 200000 | 0 | 200000 | |
| 2 | RANJEET SINGH OLA having DIN as 00190018 | 50000 | 0 | 50000 | |
| 3 | MONIKA BHUKAR having DIN as 08205032 | 50000 | 0 | 50000 | |
| 4 | DEEPENDRA SINGH OLA having DIN as 00190303 |
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 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
