The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 134(8) arising from non-compliance with Section 134(3) in the Board’s Report for FY 2016–17. Following an inquiry under Section 206(4), it was found that the Board failed to furnish several mandatory disclosures, including the number of Board meetings, Directors’ Responsibility Statement, details of energy conservation, technology absorption and foreign exchange, risk management particulars, and disclosures relating to loans, guarantees, investments, and contracts. Although the company submitted that it was under liquidation and its records were with the Official Liquidator, the Adjudicating Authority proceeded ex parte due to non-appearance at the hearing. Considering that the company was under liquidation, penalties were imposed only on the officers in default and not on the company itself. Each defaulting director was penalised ₹50,000, with directions for payment and statutory compliance.
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/01195 | Dated: 07/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) 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, 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:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand 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 by an Officer authorized by the Central Government wherein the observations of the Inquiry Officer are as follows:
It is observed from the MCA 21 Portal that, “the Board has not furnished the details of no. of. Meetings of the board, Director’s responsibility statement, details of conversion of energy, technology absorption and foreign exchange, details of risk management, details relating to particulars of contracts and arrangements, details relating to particulars of loans, guarantees and investment and other details for the financial year 2016-17 as required under the provisions of section 134 of the Companies Act, 2013. Hence, there is a violation section 134(3) of the Companies Act, 2013”.
Further, the company is under liquidation, hence, the Officers in default are liable under Section 134(8) of the Companies Act, 2013.
Section 134(3) of the Companies Act, 2013 provides- Financial statement, Board’s report, etc.?
There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include (a) the extract of the annual return as provided under sub-section (3) of section 92; (b) number of meetings of the Board; (c) Directors’ Responsibility Statement; details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;(d) a statement on declaration given by independent directors under sub-section (6) of section 149; (e) in case of a company covered under sub-section (1) of section 178, company’s policy on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178; (f) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made? (i) by the auditor in his report; and (ii) by the company secretary in practice in his secretarial audit report; (g) particulars of loans, guarantees or investments under section 186; (h) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form; (i) the state of the company’s affairs; (j) the amounts, if any, which it proposes to carry to any reserves; (k) the amount, if any, which it recommends should be paid by way of dividend; (l) material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; (m) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;
n. a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
o. the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year; (p) in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors; (q) such other matters as may be prescribed.
Upon submission of the Inquiry report, the Ministry/ the Directorate have directed to initiate penal action for violation of Section 134(3) of the Companies Act, 2013.
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 Board has not furnished the number of meetings of the Board, Director’s responsibility statement, details of conversion of energy, technology absorption and foreign exchange, details of risk management, details relating to particulars of contract and arrangements, details relating to particulars of loans, guarantees and investment and other details for the Financial Year 2016-17 as required under Section 134 of the Companies Act, 2013. Since, the Company failed to comply, thereby violated Section 134(3) of the Companies Act, 2013 and the Company and its officers in default are liable under section 134(8) 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 134(8) 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 |
50000 | 0 | 50000 | |
| 2 | ARVIND KUMAR BABHUTMALJI SHAH having DIN as 01063744 | 50000 | 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
