The Ministry of Corporate Affairs (MCA) has imposed significant penalties on M/s Abu Estate Private Limited and its directors for failing to sign Directors’ Reports as mandated under Section 134(1) of the Companies Act, 2013. The company was found non-compliant for the financial years 2014-15, 2015-16, 2017-18, and 2018-19. A comprehensive inquiry revealed that neither the Directors nor the Managing Directors signed the required documents in the e-form AOC-4, violating statutory requirements. The penalty includes totaling ₹15,00,000 is imposed on the Company and Directors. The penalty must be paid online within 90 days of receiving the order. Appeals against this order can be filed within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/ABU ESTATE /ADJ/S.134(1)/2024 DATE : 2 5 JUL 2024
ADJUDICATION ORDER UNDER SECTION 134(1) OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S.ABU ESTATE PRIVATE LIMITED
1. Appointment of Adjudicating Officer:-
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz Abu Estate Private Limited with CIN: U85110TN1985PTC030138 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 1956 having its registered office as per MCA21 Registry at 926, EVR Periyar High Road, Tamil Nadu 60084. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S. No. | Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: up to 31.03.2022
Annual Return: up to |
| 3. | Paid up Capital | Rs. 7,50,00,000/- |
| a. Revenue from Operation | Rs.8,24,13,929/- | |
| b. Other Income | Rs.6,74,536/- | |
| c. Profit/Loss for the Period | (Rs.3,19,85,128/-) | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors during the period of violation:
| S.No. | Name of Director | Designation | Date of Appointment | Date of Cessation |
| 1. | Nilagiri Abuthahir Azeez | Director | 14.03.1988 | 15.05.2016 |
| Managing Director | 16.05.2016 | |||
| 2. | Naina Mohammed Neelagiri Abdul Azeez | Managing Director | 23.03.1985 | 16.05.2016 |
| Managing Director | 11.06.2018 | ……. . |
4. Section and Penal Provision as per Companies Act, 2013
134. Financial Statement, Board’s Report, etc.
(1) The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two Directors out of which one shall be managing director, f any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty ofthree lakh rupees and every officer of the company who is in default shall be liable to a penalty offifty thousand rupees
5. Issue of Adjudication Notice:
An Inquiry was conducted on the affairs of the company M/s. Abu Estate Private Limited U/s 206(4) of the Companies Act, 2013 by an Officer authorized by the Central Government wherein the observations of the Inspecting Officer are as follows:
It was observed that the Directors have not signed the Directors reports for the financial years, 2014-15,2015-16, 2017-18 & 2018-19 in the e-form AOC-4 submitted before the ROC. This in violation of Section 134(1) of the Companies Act, 2013. Hence, the company and every officer of the company who is in default are liable for penal action under Section 134(8) of the Companies Act, 2013.
Accordingly, on submission of the Inquiry report, the 0/o the Regional Director, Ministry of Corporate Affairs, Chennai has directed to initiate necessary action against the defaulters under the provisions of the Companies Act, 2013.
After that the Adjudicating Authority had issued Adjudication Notice No. (i) ROC/CHN/030138/S.134/P.8/INQUIRY FOLLOW UP/2022 dt 27.01.2023 to the company and its directors
6. Reply of Company and Directors for Adjudication Notice issued:
The Managing Director of the company vide letter dated 07.02.2023 requested 15 days’ time to submit reply. But no reply has been received from the company and its directors till date.
7. Adjudication Hearing:
Since no reply has been received from the company and its directors for the Adjudication notice, the Adjudicating Authority had issued Notice to the subject company and directors on 01.04.2024 fixing the hearing date as on 08.04.2024 at 11:30 AM. Pursuant to the notice dated 01.04.2024, Shri. A.Rengarajan,PCS appeared on behalf of the company before the Adjudicating Authority and made submissions that the violation may be adjudicated.
8. Analysis of Non-compliance of Section 134(1) of the Companies Act,2013
As per Section 134(1) of the Companies Act, 2013, the financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorized by the Board or by two Directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company. The directors of the company have not signed the Directors reports for the financial years 2014-15, 2015-16, 2017-18 & 2018-19. Hence, the company and its directors have violated Section 134(1) of the Companies Act,2013 and liable for penalty under Section 134(8) of the Companies Act, 2013.
The company paid up capital of the company is Rs. 7.5 Crores, so it does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
9. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that the company and its directors have violated Section 134(1) of the Companies Act,2013 for the FYs 2014-15,2015-16,2017-18 & 2018-19.
Accordingly, I am inclined to impose a penalty as prescribed under Sub- Section 8 of Section134 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
I. FY 2014-15
| S. No | Company and Officers in default | Penalty for default (Rs.) |
Maximum Penalty (Rs.) | Final Penalty Imposed (Rs.) – |
| 1. | M/s. Abu Estate Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs. 3,00,000/- |
| 2. | Naina Mohammed Neelagiri Abdul Azeez | Rs.50,000/- | Rs.50,000/- | Rs. 50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.3,00,000/- (Rupees Three lakhs) is imposed on the company and Rs.50,000/- (Rupees fifty thousand) is imposed on the Officer in default. Totally Rs.3,50,000/- (Rupees Three lakhs fifty thousand) is imposed as penalty for violation of Section 134(1) of the Companies Act, 2013 for the FY 2014-15.
II. FY 2015-16
| S.No | Company and Officers in default | Penalty for default (Rs.) |
Maximum Penalty (Rs.) | Final Penalty Imposed (Rs.) |
| 1. | M/s. Abu Estate Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs. 3,00,000/- |
| 2. | Nilagiri Abuthahir Azeez | Rs.50,000/- | Rs.50,000/- | Rs. 50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.3,00,000/- (Rupees Three lakhs) is imposed on the company and Rs.50,000/- (Rupees fifty thousand) is imposed on the Officer in default. Totally Rs.3,50,000/- (Rupees Three lakhs fifty thousand) is imposed as penalty for violation of Section 134(1) of the Companies Act, 2013 for the FY 2015-16.
III. FY 2017-18
| S.No | Company and Officers in default | Penalty for default (Rs.) |
Maximum Penalty (Rs.) | Final Penalty Imposed (Rs.) – |
| 1. | M/s. Abu Estate Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs. 3,00,000/- |
| 2. | Nilagiri Abuthahir Azeez | Rs.50,000/- | Rs.50,000/- | Rs. 50,000/- |
| 3. | Naina Mohammed Neelagiri Abdul Azeez | Rs.50,000/- | Rs.50,000/- | Rs. 50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.3,00,000/- (Rupees Thrie lakhs) is imposed on the company and Rs.50,000/- (Rupees Fifty thousand) is imposed on the Officers in default. Totally Rs.4,00,000/- (Rupees Four lakhs) is imposed as penalty for violation of Section 134(1) of the Companies Act, 2013 for the FY 2017-18.
IV. FY 2018-19
| S.No | Company and Officers in default | Penalty for default (Rs.) |
Maximum Penalty (Rs.) | Final Penalty Imposed (Rs.) – |
| 1. | M/s. Abu Estate Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs. 3,00,000/- |
| 2. | Nilagiri Abuthahir Azeez | Rs.50,000/- | Rs.50,000/- | Rs. 50,000/- |
| 3. | Naina Mohammed Neelagiri Abdul Azeez | Rs.50,000/- | Rs.50,000/- | Rs. 50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs. 3,00,000/- (Rupees Three lakhs) is imposed on the company and Rs. 50,000/- (Rupees Fifty thousand) is imposed on the Officers in default. Totally, Rs. 4,00,000/- (Rupees four lakhs) is imposed as penalty for violation of Section 134(1) of the Companies Act, 2013 for the FY 2018-19.
10. The said amount of penalty shall be paid through online by using the website mca.gov.in (Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
11. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] setting forth 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 (Adjudicating of Penalties) Rules, 2014].
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
