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 138 read with Rule 13(1)(a) of the Companies (Accounts) Rules, 2014. Following an inquiry under Section 206(4), it was found that the listed company failed to appoint an internal auditor for three consecutive financial years—2014–15, 2015–16, and 2016–17—despite a statutory mandate requiring listed companies to do so. Although the company submitted that it was under liquidation and its records were with the Official Liquidator, no representation was made at the scheduled hearing, leading to ex parte proceedings. Considering the liquidation status, penalties were imposed only on the officers in default and not on the company. Each defaulting director was penalised ₹50,000, with directions to rectify the default and pay the penalty within the prescribed time.
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/01203 | Dated: 07/01/2026
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 24/03/2015appointed 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:
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 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:
“As per the provisions of Section 138 of the Companies Act, 2013 read with rule 13(1)(a) of Companies Accounts Rules 2014, every listed company should appoint an internal auditor. It is observed that the company being a listed company has not appointed an internal auditor as per companies (Accounts Rules), 2014 for the financial year 2014-15, 2015-16 and 2016-17. Hence, there is a violation of section 138 of the Companies Act, 2013” .
Section 138 of the Companies Act, 2013 provides- Internal audit.? (1) Such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company. (2) The Central Government may, by rules, prescribe the manner and the intervals in which the internal audit shall be conducted and reported to the Board.
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 M/s. ARVIND REMEDIES LIMITED being a Listed Company has not appointed an Internal Auditor as required under Section 138 of the Companies Act, 2013 read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014 for the Financial Year 2014-15, 2015-16 and 2016-17. In view of the above, the company has violated Section 138 of the Companies Act, 2013 read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014 and thereby, the Company and its officers in default are liable under Section 450 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 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 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
