The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 450 arising from non-compliance with Section 92(2). Following an investigation under Section 210(1)(c), it was observed that the company failed to file Form MGT-8 for FY 2016–17, which the Investigating Officer considered mandatory based on statutory thresholds of paid-up capital or turnover. Although the directors contended that the company’s paid-up capital and turnover were below the prescribed limits and hence filing was not required, the investigation report led to initiation of penal proceedings. As the company was under liquidation after completion of CIRP, liability was fastened on the officers in default. After considering submissions during e-adjudication, the authority imposed a penalty of ₹10,000 each on two directors under Section 450, directed rectification of default, and ordered payment from personal sources within 90 days, with a statutory right of appeal available.
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/12-2025/CN/01162 Dated: 05/01/2026
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. 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 SHRI VEERGANAPATHI STEELS PRIVATE LIMITED [herein after known as Company] bearing CIN U27104TN1997PTC039561, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FLAT NO. 703, LEGEND APARTMENTS NO.177/2, POONAMALLEE HIGH ROAD, KILPAUK NA CHENNAI CHENNAI TAMIL NADU INDIA 600010
Individual details:
In the matter relating to NARAYAN MAHESHWARI [herein after known as individual] having DIN 01538829 and having its address at _______________
In the matter relating to RAJSHREE MAHESWARI [herein after known as individual] having DIN 01538835 and having its address at _____
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 – An investigation into the affairs of the company Shri.Veeraganapathi Steels Private Limited was conducted under Section 210(1)(c) of the Companies Act, 2013, by an Officer authorized by the Central Government wherein the observations of the Investigating Officer are as follows :
“It is observed from the e-forms in MCA21 portal that the company has not filed MGT-8 for the financial year 2016-17. If a company is having paid up share capital of Rs.10 Crores or more or turn over Rs.50 Crore or above, it is compulsory for the company to file e-form MGT-8. Hence, the company has violated Section 92(2) of the Companies Act, 2013 “.
Upon submission of the Investigation report, the Ministry/ Directorate has directed to initiate penal action against defaulters for violation of Section 92(2) of the Companies Act,2013.
It is noticed that the company is under liquidation and therefore, the Officers in default are liable under Section 450 of the Companies Act, 2013.
2. Pursuant to the observations made during the investigation conducted into the affairs of the company, the adjudicating authority has issued notice for e-adjudication on 06.03.2025. The managing directors in their reply letter dt. 20.03.2025 has stated that the Company is now under liquidation after completion of CIRP before the NCLT, and its former directors received a show cause notice for not filing Form MGT-8 for the Financial Year 2016-17. They submitted that, as per MCA records, the Company’s paid-up capital was Rs.1.77 crore and turnover was Rs.44.97 crores, which is below the statutory thresholds under Section 92 of the Companies Act, 2013, requiring MGT-8 to be filed. Since the Company did not meet the turnover criterion, filing MGT-8 was not mandatory. Therefore, they requested withdrawal of the notice.
Further, the Adjudicating Authority had issued notice on 11.04.2025 for e-hearing on 15.04.2025. Mr. Shri. VINEET MUNDHARA, FCA and FCS, Chartered Accountant in Practice, Shri. JAGDISH PRASAD MUNDHARA, FCS, Company Secretary in Practice, are the authorized representatives to attend the e-hearing, on behalf of the company and its Officers in default.
E.Order:
1. It is noticed that the investigation under Section 210(1)(c) revealed that Shri Veerganapathi Steels Private Limited failed to file Form MGT-8 for the Financial Year 2016-17, a requirement applicable to companies with paid-up share capital of Rs.10 crores or more or turnover of Rs.50 crores or above. The Investigating Officer concluded that this amounted to a violation of Section 92(2) of the Companies Act, 2013. Based on the investigation report, the authorities directed initiation of penal action, and since the company is now under liquidation, the officers in default are liable for action under Section 450 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 ontinuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | NARAYAN MAHESHWARI having DIN as 01538829 | 10000 | 0 | 50000 | |
| 2 | RAJSHREE MAHESWARI having DIN as 01538835 | 10000 | 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
