The Registrar of Companies, Chennai, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, examined delayed filing of the annual return (Form MGT-7) for FY 2021-22, attracting alleged violation of Section 92(4) read with Section 92(5). Although the company held its AGM for FY 2021-22 belatedly and filed MGT-7 with a delay of 266 days, the AGM delay had already been compounded by the Regional Director, and the annual return was filed on 21.08.2023—well before issuance of the adjudication notice dated 06.03.2025. During e-adjudication and hearing, the company contended that the default stood rectified prior to notice, invoking Section 454(3), which permits waiver of penalty where non-compliance is remedied before adjudication. Accepting this position, the Adjudicating Authority held that while a technical violation occurred, no penalty was leviable on the company or the concerned officer since the default was cured in advance. Accordingly, the proceedings concluded with nil penalty, while preserving the statutory right of appeal.
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/05-2025/CN/00362 Dated: 05/01/2026
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 Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to HUSQVARNA (INDIA) PRODUCTS PRIVATE LIMITED [herein after known as Company] bearing CIN U74999TN2007FTC112630, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FIRST FLOOR, SWEES HOUSE, NO.5, SIR P S SIVASAMY SALAI, MYLAPORE, FIRST FLOOR, SWEES HOUSE, NO.5, SIR P S SIVASAMY SALAI, MYLAPORE, NA CHENNAI CHENNAI TAMIL NADU INDIA 600004
Individual details:
In the matter relating to UMESH MEHTA [herein after known as individual] having DIN 09531106 and having its address at ____________
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:
Default committed by the officers in default/noticee – The company Husqvarna (India) Products Private Limited (CIN: U74999TN2007FTC112630) represented by its Whole-time Director Mr. Sushil Kumar Mishra, Mr. Rajeev Ashoka (WTD), Mr. Umesh Mehta (former Managing Director), Mr. Olof Andreas Rangert (Director), Mr. Juan Sebstian Poccard (Director), Mr. Tennyson Anthony Kulangara ( Director) and Mr. Ramesh Babu Madahngopal have filed adjudication application in e-form GNL-1 vide SRN: N02321339 dt 14.10.2024 for violation of Section 92(4) of the Companies Act,2013 for the Financial Years 2020-21,2021-22 and 2022-23. Further, submitted physical application on 13.11.2024 & 27.12.2024.
The applicants submitted that the company held its AGM for the Financial Years 2020-21, 2021-22 and 2022-23 with delay on 11.02.2022, 20.07.2023 and 16.05.2024 respectively. In terms of Section 441 of the Companies Act, 2013, the applicants had applied for Compounding of offence under Section 96 of the Companies Act, 2013 for the said Financial Years and the Offences were compounded by the Regional Director (SR), Chennai vide orders dated 18.01.2024 and 12.03.2024.
Further, submitted that after completion of Annual General Meeting, the Annual Return was filed with Registrar of Companies, Chennai in e-form MGT-7 for the FY 2021-22. The details of filing are as follows:
| FY | Due date for filing MGT-7 | MGT-7 SRN with Filing Date |
| 2021-22 | 28.11.2022 | F63337539 dt 21.08.2023 |
There is a delay of 266 days and the company had a Managing Director w.e.f 01.09.2022. Therefore, the company and its Managing Director are liable under Section 92(5) of the Companies Act, 2013 .
2. The Adjudicating Authority had issued notice for e-Adjudication on 06.03.2025. The Managing Director of the company vide letter dated 11.03.2025 submitted that the Annual Return in MGT-7 for the financial year 2021-22was filed by the company vide SRN: F63337539 dt 21.08.2023. Further, submitted that the due date of AGM was on 30.09.2022, the company held its AGM for the financial year 2021-22 on 20.07.2023 and the delay in conducting the AGM for the financial year 2021-22 was compounded. In view of this due date for filing MGT-7 was on 28.11.2022, However the company has filed MGT – 7 for the financial year 2021-22 on 21.08.2023 with a delay of 266 days. Since, the default relating to noncompliance of Section 92(4) of the Companies Act, 2013 has already been rectified on 21.08.2023 prior to issue of the notice dt. 06.03.2025, as per provision Section 454(3), no penalty shall be imposed.
Further, the Adjudicating Authority had issued notice on 02.04.2025 for e-hearing on 09.04.2025. Mr. N. Ramanathan (FCS: 665; CP NO.11084) designated partner of S.Dhanapal & Associates LLP , Practicing Company Secretaries attended the e-hearing fixed on 09.04.2025 on behalf of the company and its Officers in default and made submission that the default has been rectified prior to issued of notice and therefore not to levy any penalty on the company and its officers in default as mentioned in the notice.
E. Order:
1. It is noticed that the Company has convened the AGM for the financial year 2021-22 with delay and the said office was compounded by the Regional Director vide order dated 18.12.2024. Further, there is a delay of 266 days in filing Annual Return in MGT-7 for the financial year 2021-22, thereby violated Section 92(4) of the Companies Act 2013, but the company had filed the Annual Return (in MGT-7) for the financial year 2021-22 and rectified the default prior to issuance of Adjudicating notice dt 06.03.2025, therefore, I am inclined to impose No Penalty for non -compliance of Section 92(4) of the Companies Act, 2013 for the financial year 2021-22 as prescribed under Sub- section 3 of Section 454 of the 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 | HUSQVARNA (INDIA) PRODUCTS PRIVATE LIMITED having CIN as U74999TN2007F TC112630 | No | 0 | 0 | 200000 |
| 2 | UMESH MEHTA having DIN as 09531106 | No | 0 | 0 | 50000 |
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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
