The Registrar of Companies (ROC), Chennai, issued an adjudication order on November 4, 2025, imposing penalties on South Asian Financial Exchange Limited and one of its directors, Tadavaram Ragothamarrao Murali, for violating Section 92(5) of the Companies Act, 2013, concerning the late filing of the annual return (Form MGT-7) for the financial year 2014-15. The company was required to file the return by November 29, 2015, but instead filed it on December 23, 2021, resulting in a significant delay of 2,215 days.
This default initially led the ROC to file a criminal complaint (E.O.C.C No. 171/2017) against the company and its directors. However, Director Tadavaram Ragothamarrao Murali petitioned the Madras High Court to quash the complaint. In its March 11, 2024, order, the High Court directed the petitioner to seek a remedy, such as an adjudication application, from the ROC, instructing the trial court to halt proceedings until the remedy was pursued. Consequently, the company and the director filed an adjudication application under Section 454 of the Act. During the adjudication hearing on August 26, 2025, the company’s authorized representative requested that the violation be adjudicated. The Adjudicating Officer proceeded with the penalty against the company and Mr. Murali, but noted that proceedings against another director, Mrs. Meera Arumugam, remained pending with the Economic Offence court since she had not filed an adjudication application as directed by the High Court.
Given the 2,215-day delay, the ROC imposed the maximum penalty amount permissible under Section 92(5). The company was penalized ₹2,00,000 (Rupees Two Lakh) and the director, Mr. Tadavaram Ragothamarrao Murali, was penalized ₹50,000 (Rupees Fifty Thousand), to be paid from his personal income. The company and the director were directed to pay the penalty within 90 days of receiving the order via the MCA’s ‘e-Adjudication’ facility. The order confirms the liability for the failure to file the annual return within the stipulated time, finalizing the penalty proceedings for the company and the participating director, as mandated by the High Court.
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/10-2025/CN/00774 | Dated: 04/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER A. SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 92(5) 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 SOUTH ASIAN FINANCIAL EXCHANGE LIMITED [herein after known as Company] bearing CIN U67110TN1985PLC012472, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO.34 VICTORIA CRESCENT COMMANDER IN CHIEF ROAD, EGMORE NA CHENNAI KRISHNAGIRI TAMIL NADU INDIA 600105
Individual details:
In the matter relating to TADAVARAM RAGOTHAMARAO MURALI . [herein after known as individual] having DIN 00053922 and having its address at ___________
C. Provisions of the Act:
If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure 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.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Registrar of Companies, Chennai had issued a Show Cause notice on 27.10.2016 to the company M/s. South Asian Financial Exchange Limited for non-filing of Annual Return for the financial year 2014-15. Further, the Registrar of Companies, Chennai had filed complaint against the company and its directors in E.O.C.C No.171/2017 before the Ld. Additional Chief Metropolitan Magistrate Economic Offences, Egmore, Chennai. Subsequently the Mr. Tadavaram Ragothamarao Murali, Director of the Company has filed Criminal Original Petition in Crl.O.P No. 25157 of 2022 before the Hon’ble High Court of Madras to call for the record of Complaint in E.O.C.C No. 171 of 2017 pending on file of the Additional, Chief Metropolitan Magistrate and quash the same. The Hon’ble High Court, Madras by an order dated 11.03.2024 in Crl.O.P No. 25157 of 2022 order that “However, Liberty is granted to the petitioners to work out their remedy before the Registrar of Companies in the manner know to law. On considering the direction given to the petitioner, the learned trial judge is directed not to conduct the proceedings in trial till the petitioners workout the remedy before the Registrar of Companies. Further, the petitioners are directed to file an appropriate application (Compounding offence) before the Registrar of Companies, within a period of 8 weeks from the date of receipt of copy of this order. In the result, the Criminal Original Petition is disposed of” .
Mr. Tadavaram Ragothamarao Murali, director of the company has filed adjudication application in e-form GNL-1 vide SRN: N26165027 dt 06.01.2025 and also filed physical application. The applicants submitted that the company has filed Annual Return in form MGT-7 on 23rd December, 2021 vide SRN: T59881243 along with an additional fee. Further, submitted that Late Shri. Arumugam, a party in E.O.C.C No. 171/2017 had deceased on 25th March 2023.The Board of Directors of the company thought it fit to work out a remedy before the Registrar of Companies and are filed the Adjudication application under Section 454 of the Companies Act, 2013 before the Registrar of Companies, Chennai.
As per the MCA portal, the annual return for the financial year 2014-15 was filed by the company vide SRN: T59881243 dt 23.11.2021 and the status of the SRN is expired.
2. On receipt of the adjudication application dated 31.01.2025 and e-form GNL-1 vide SRN N26165027 dated 06.01.2025 for violation of Section 92 of the Companies Act, 2013. In this regard, the adjudicating authority has initiated adjudication proceeding under section 454 of the Companies Act, 2013 for the aforesaid violation and issued the adjudication notice vide notice id: SCN/ADJ/05-2025/CN/01350 dated 26.05.2025 to the company and its director Mr. Tadavaram Ragothamaroa Murali. Since, no response has been received for the adjudication notice either from the company and its director. Hence the Adjudicating authority had issued notice for e-hearing on 13.08.2025 for e-hearing on 26.08.2025. Pursuant to the e-hearing notice Mr. R. Sridharan PCS, the authorized representative of the company was appeared before the Adjudicating Authority on 26.08.2025 and made submissions that the violation may be adjudicated under Section 92 of the Companies Act, 2013.
E. Order:
1. It is noticed that, this office had issued the show cause notice on 27.10.2016 to company and its directors under Section 92 of the Companies Act, 2013 for non ? filing of Annual Return for the financial year 2014-15. Further, this office had filed complaint against the company and its directors in E.O.C.C No. 171/2017 before the Hon”ble Additional Chief Metropolitan Magistrate Economic Offence court, Egmore. Later, Mr. Tadavaram Ragothamarao Murali, Director of the Company has filed Criminal Original Petition in Crl.O.P.No. 25157 of 2022 before the Hon”ble High Court of Madras to call for the record of Complaint in E.O.C.C. No. 171 of 2017 pending on the file of the Additional Chief Metropolitan Magistrate Economic Offence court, Egmore and quash the same. The Hon”ble High Court Madras vide Order no Crl.O.P.No.25157 of 2022 and Crl. M.P. No. 15667 of 2022 dated 11.03.2024 ordered that, Liberty is granted to the petitioners to work out their remedy before the Registrar of Companies in the manner know to law. On considering the direction given to the petitioners, the learned trail Judge is directed not to conduct the proceeding in trial till the petitioners workout the remedy before the Registrar of Companies. Further, the petitioners are directed to file an appropriate application (compounding offence) before the Registrar of Companies within a period of 8 weeks from the date of receipt of copy of this order. Pursuant to the Hon’ble High Court order dated 11.03.2024, Company and its director had filed the adjudication application before the Adjudicating Authority U/s. 454 of the Companies Act, 2013 for violation of Section 92 of the Companies Act, 2013 and the applicants had also submitted that the company had filed the annual return for the financial year 2014-15 in e-form MGT-7 vide SRN: T59881243 dated 23.12.2021 along with the additional fee. Further, it is also submitted that Shri. Aurmugam, a party in E.O.C.C No: 171/2017 had deceased on 25.03.2023
After considering the above facts, it observed that the company had conducted its Annual General Meeting for the financial year 2014-15 on 30.09.2015 but it had failed to file the annual return within sixty days (i.e. 29.11.2015) from the date on which the annual general meeting instead of that the company have filed the Annual Return for financial year 2014-15 in e-form MGT-7 on 23.12.2021 vide SRN: T59881243 with delay of 2215 days which result in the violation of Section 92(4) of the Companies Act, 2013 for which this office had already issued the Show Cause Notice on 27.10.2016 to company and its directors namely Mr. Tadavaram Ragothamarao Murali, Mr. Arumugam and Mrs. Meera Arumugam. Further, this office had filed complaint against the company and above said directors in E.O.C.C No. 171/2017 before the Hon”ble Additional Chief Metropolitan Magistrate Economic Offence court, Egmore. Later Mr. Aurmugam, a party in E.O.C.C No: 171/2017 had deceased on 25.03.2023. Pursuant to the Hon’ble High Court direction the subject company and Mr. Tadavaram Ragothamarao Murali, director have filed the GNL-1 vide SRN N26165027 dated 06.01.2025 and the adjudication application for the aforesaid violation. In respect Mrs. Meera Arumugam, there is no specific Hon”ble High Court of Madras direction and she had not filed any adjudication application till now. Further Hon”ble Additional Chief Metropolitan Magistrate Economic Offence court proceeding in E.O.C.C No 171/2017 against the director Mrs. Meera Arumugam is still pending. Hence the adjudicating authority had initiated the adjudication proceeding u/s. 454 of the Companies Act, 2013 for violation of Section 92 of the Companies Act, 2013 against the Company and its director Mr. Tadavaram Ragothamarao Murali. Therefore, the company and its director are liable U/s. 92(5) of the Companies and the penalty have been ca accordingly for the delay filing of annual return with 2215 days (from 30.11.2015 to 22.12.2021).
- 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 | SOUTH ASIAN FINANCIAL EXCHANGE LIMITED having CIN as U67110TN1985P LC012472 | No | 200000 | 0 | 200000 |
| 2 | TADAVARAM RAGOTHAMARA O MURALI . having DIN as 00053922 | No | 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
