The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 204(4) relating to non-compliance with secretarial audit requirements. Following an inquiry under Section 206(4), it was found that the listed company failed to file the mandatory Secretarial Audit Report (Form MR-3) for FYs 2014–15, 2015–16, and 2016–17, and had not passed any resolution explaining such non-filing. Section 204 requires every listed company to annex a secretarial audit report to its Board’s Report and to explain any qualifications therein. Although the company submitted that it was under liquidation and that records were with the Official Liquidator, no appearance was made at the scheduled hearing, and the matter proceeded ex parte. Considering the liquidation status, penalties were imposed only on the officers in default. Each defaulting director was penalised ₹2,00,000, with directions for rectification and payment within the prescribed timeline.
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/01197 | Dated: 07/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 204(4) 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 ARVIND REMEDIES LIMITED [herein after known as Company] bearing CIN L24231TN1988PLC015882, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 38,39 & 40 SIDCO INDUSTRIAL ESTATE KAKKALUR THIRUVELLORE NA CHENNAI CHENNAI TAMIL NADU INDIA 602003
Individual details:
In the matter relating to CHANDRA RAVINDRAN_____________
In the matter relating to ARVIND KUMAR BABHUTMALJI SHAH_____________
C. Provisions of the Act:
(4) If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be liable to a penalty of two lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – An inquiry was conducted under Section 206(4) of the Companies Act 2013 in the matter of Arvind Remedies Limited (L24231TN1988PLC015882) by an Officer authorized by the Central Government wherein the observations of the Inquiry Officer are as follows:
” It is observed from MCA 21 Portal, the company has not filed the secretarial audit report. It is compulsory for every listed company to file a secretarial audit report. The company has not filed any resolution in this regard for fling MR-3 for the financial year 2014-15, 2015-16 and 2016-17. Hence, there is a violation of section 204 of the Companies Act, 2013″.
Section 204 of the Companies Act,2013 provides-. Secretarial audit for bigger companies.-(1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board?s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed. (2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company. (3) The Board of Directors, in their report made in terms of sub-section (3) of section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in his report under sub-section (1).
Rule 9(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides -Secretarial Audit Report.
(1) For the purposes of sub-section (1) of section 204, the other class of companies shall be as under-(a) Every public company having a paid-up share capital of fifty crore rupees or more; or(b) Every public company having a turnover of two hundred fifty crore rupees or more; (c) every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more.
2. The Adjudication Authority has issued notice for e-Adjudication on 06.03.2025. The Company vide letter dated 26.03.2025 submitted that CP:123/2016 was filed against the Company before the Hon’ble High Court and the Hon’ble High Court by order dated 17.10.2016 appointed an Official liquidator for the Company, all company assets, books, records, documents and title, etc. were taken over by the Official Liquidator on 15.03.2017. The Company further requested that to write to the Official Liquidator for further clarification and investigation. Further the Adjudicating Authority had issued notice for e-hearing on 13.08.2025 for hearing scheduled on 26.08.2025. Neither the Directors nor their Authorized representatives attended the hearing fixed on 26.08.2025, 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. Pursuant to the inquiry conducted by the Officer authorized by the Central government, it is noticed from the Inspecting Officer report, that the Company has not filed the Secretarial audit report. Further, the Company has not filed any resolution in this regard for not filing MR-3 for the Financial Year 2014-15, 2015-16 and 2016-17. In view of the above, the company has violated Section 204 of the Companies Act, 2013 and thereby, the Company and its officers in default are liable under Section 204(4) of the Companies Act, 2013.
Further, it is noticed that the Company is under Liquidation, therefore, only the Officers in default are liable under Section 204(4) 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 | CHANDRA RAVINDRAN having DIN as 00771329 |
200000 | 0 | 200000 | |
| 2 | ARVIND KUMAR BABHUTMALJI SHAH having DIN as 01063744 | 200000 | 0 | 200000 |
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
