The Registrar of Companies, Chennai passed an adjudication order on 6 January 2026 imposing penalties for non-compliance with mandatory board composition requirements under the Companies Act, 2013. The listed company failed to appoint at least one woman director by 1 April 2015, as required under Section 149(1) and (2) read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Earlier, a criminal complaint had been filed, but in August 2023 the Economic Offences Court permitted withdrawal of the case and transferred the matter for adjudication under Section 454. It was also noted that although the managing director had resigned with effect from 31 March 2014, the resignation was not duly filed in statutory forms, resulting in continued liability. Due to non-response and non-appearance, the matter was decided ex parte. The Adjudicating Officer imposed a penalty of ₹3,00,000 on the company and ₹1,00,000 on the officer in default, payable within 90 days, with a right of appeal to the Regional Director.
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/01221 | Dated: 06/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 theCompanies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to ABL BIO-TECHNOLOGIES LIMITED_____________
Individual details:
In the matter relating to KOLLENMARETH OOMMAN ISAAC_____________
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company ABL Bio-Technologies Limited (CIN: L52599TN1992PLC022340) is a listed company, should have appointed at least one Woman Director in the Board as on 01.04.2015 as per Section 149(1) & (2) read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.But as per the signatory information available in the MCA21 portal, no woman director has been appointed by the company. The Registrar of Companies, Chennai has issued Show Cause Notice under section 149 of the Companies Act, 2013 on 01.07.2015 to the company and its Managing Director Mr. Kollenmareth Oomman Isaac(DIN: 01421392).Further, filed complaint under Section 149 of the Companies Act, 2013in E.O.C.C No.32 /2016 before the court of Ld. Additional Chief Metropolitan Magistrate Economic Offences, Egmore, Chennai.
The Hon’ble Court vide its order dated 31.08.2023 in E.O.C.C No.32/2016 ordered that “A1 company represented by A2.NBW pending against A2. Petition (Crl.M.P. No. 6640/2023) filed by Complainant u/s 257 of Cr.P.C for withdrawal of complaint. Petition allowed and the case is withdrawn from the file of this court and transferred to ROC/Adjudicating Authority for adjudication u/s. 454 of Companies Act, 2013. Hence, this case in EOCC No.32/2016 is closed as withdrawn”.
Section 149 (1) & (2) of the Companies Act, 2013 provides -. Company to have Board of Directors:
(1) Every company shall have a Board of Directors consisting of individuals as Directors and shall have:
a. a minimum number of three Directors in the case of a public company, two Directors in the case of a private company, and one director in the case of a One Person Company; and
b. a maximum of fifteen Directors:
Provided that a company may appoint more than fifteen Directors after passing a special resolution.
Provided further that such class or classes of companies as may be prescribed, shall have at least one woman director.
(2) Every company existing on or before the date of commencement of this Act shall within one year from such commencement comply with the requirements of the provisions of sub-section (1).
It is noticed that the company should have appointed one woman director as on 01.04.2015. Further, Accused No.2 (A2) Mr. Kollenmareth Oomman Isaac was the Managing Director of the company from 16.03.1992 to 31.03.2014. He has filed e-form DIR-11(Notice of resignation of a director to the Registrar) vide SRN: F04236311 dt 07.06.2022 for his resignation from the company w.e.f 31.03.2014. Since Mr. Kollenmareth Oomman Isaac has not filed his resignation in DIR 11 with the Registrar at the time of issuance of Show cause notice and filing complaint before the Hon’ble Court and the company has not filed DIR12 for his resignation the company and Mr. Kollenmareth Oomman Isaac are liable under Section 172 of the Companies Act, 2013.
2. The adjudicating authority has issued e-adjudication notice on 06.03.2025 for violation of section 149 (1) & 149 (2) of Companies Act, 2013. For which no replies were received from the company and its officers. Further the adjudicating authority issued notice on 02.04.2025 for e-hearing on 09.04.2025 and further notice was issued on 11.08.2025 for rescheduled e-hearing on 25.08.2025. Neither the director nor his authorized representative attended the hearing fixed on 20.03.2025, therefore as per Rule 3(8) of Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E.Order:
1. It is noticed that ABL Bio-Technologies Limited, a listed company, failed to appoint a woman director by 01.04.2015 as required under Section 149(1) & (2) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Consequently, the ROC, Chennai issued a show cause notice on 01.07.2015 and subsequently filed a complaint (E.O.C.C. No. 32/2016) against the company and its Managing Director, Mr. Kollenmareth Oomman Isaac. By order dated 31.08.2023, the Hon’ble economic Offense Court allowed withdrawal of the complaint and transferred the matter to the ROC/Adjudicating Authority under Section 454, closing the case. It was further noted that although Mr. Isaac resigned with effect from 31.03.2014, his resignation was not timely filed in DIR-11/DIR-12, rendering both the company and Mr. Isaac liable under Section 172 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 | ABL BIO- TECHNOLOGIES LIMITED having CIN as L52599TN1992PL C022340 | 300000 | 0 | 300000 | |
| 2 | KOLLENMARETH OOMMAN ISAAC having DIN as 01421392 | 100000 | 0 | 100000 |
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
