On 12th November 2025, the Registrar of Companies (ROC) Chennai issued an adjudication order under Section 454 of the Companies Act, 2013 against SRA Systems Limited and its directors for violation of Section 203(5) of the Act. Despite having a paid-up capital exceeding ₹10 crores since FY 2014-15, the company failed to appoint key managerial personnel (KMPs) as required under Section 203 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The adjudicating authority held the company and every director in default liable for penalties: ₹5 lakh on the company and ₹5 lakh each on most directors, with one director liable for ₹4.77 lakh. The officers in default were directed to rectify the default and pay the penalties within 90 days through the MCA e-Adjudication portal. Appeals against the order may be filed with the Regional Director within 60 days. Non-payment could attract further penal consequences under Section 454(8).
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/11-2025/CN/00823 | Dated: 12th November 2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 203(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 SRA SYSTEMS LIMITED [herein after known as Company] bearing CIN
U74999TN1985PLC012071, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OLD. NO.170, NEW NO.113, RANGARAJAPURAM MAIN ROAD KODAMBAKKAM OLD. NO.170, NEW NO.113, RANGARAJAPURAM MAIN ROAD KODAMBAKKAM NA CHENNAI CHENNAI TAMIL NADU INDIA 600024
Individual details:
In the matter relating to VENKATARAMAN THYAGARAJAN [herein after known as individual] having DIN 00317875 and having its address at ________
In the matter relating to KANNAN VENKATARAMAN [herein after known as individual] having DIN 00318138 and having its address at ________
In the matter relating to SRINIVASAN SUBRAMANIAN [herein after known as individual] having DIN 00318234 and having its address at ________
In the matter relating to VISWANATHA GURUNATHAN [herein after known as individual] having DIN 02948174 and having its address at ________
In the matter relating to SALIGRAM SUBRAMANYA NANDKUMAR [herein after known as individual] having DIN 00078026 and having its address at ________
C. Provisions of the Act:
If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Adv. A.G. Sathyanarayana has served a copy of winding up petition filed by Mr. S.Ganesan, shareholder of M/s. SRA Systems Limited before the Honb’le NCLT under Section 272 of the Companies Act, 2013 . On examination of the records of the company, it is noticed that the status of the company is “Active” and the company has filed financial statement and Annual Return up to 31.03.2023. Further, the company is a public limited company with paid up capital more than Rs.10 Crores since FY 2014-15 to till date. However, the company has not appointed KMPs as required under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, there is a violation of Section 203 of the Companies Act,2013 and the Company, every directors and KMPs who is default are liable under Section 203(5) of the Companies Act,2013.
2. The Adjudicating Authority had issued notice for e-Adjudication on 01.10.2024. The Director of the company Mr. Saligram Subramanya Nandkumar vide letter dated 18.12.2025 acknowledged the notice issued for violation of Section 203(5) of the Companies Act, 2013 and submitted that he was appointed as a Nominee Director (Non- Executive Director) on the Board of SRA Systems Limited on 28.11.2000 to represent the investor shareholder, M/s. Magnus Capital Corp. Ltd., Singapore and a Non-Executive Director, he was not actively involved in the day-to-day management of the company. Further, he has submitted that always acted diligently in discharging his statutory duties as a Director. Further, the Adjudicating Authority had issued notice for e-hearing on 05.02.2025 for e-hearing on 27.02.2025 at 11.30 AM. Pursuant to that, Mr. Balu Sridhar, PCS (M.No.5869) appeared on behalf Mr. Srinivasan Subramanian (Managing Director) and Mr. V. Kannan (Director). Further, Mr. Venkataraman Thyagarajan, Director appeared in person and also represented the company, attended the e-hearing fixed on 27.02.2025 and made submissions that the violation may be adjudicated under Section 203 of the Companies Act, 2013. In respect to Mr. Viswanatha Gurunathan (Director) and Mr. Saligram Subramanya Nandkumar (Director) no person have appeared for the e-hearing fixed on 27.02.2025.
E. Order:
1. It is noticed that Paid-up capital of the company is more than Rs.10 cores from 2014-15 to till date. However, the company has not appointed KMP as required under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, there is a violation of Section 203 of the Companies Act, 2013 and the Company, every directors and KMPs who are in default are liable under Section 203(5) 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 | SRA SYSTEMS LIMITED having CIN as U74999TN1985P LC012071 | 500000 | 0 | 500000 | |
| 2 | VENKATARAMA N THYAGARAJAN having DIN as 00317875 | 500000 | 0 | 500000 | |
| 3 | KANNAN VENKATARAMA N having DIN as 00318138 | 500000 | 0 | 500000 | |
| 4 | SRINIVASAN SUBRAMANIAN having DIN as 00318234 | 500000 | 0 | 500000 | |
| 5 | VISWANATHA GURUNATHAN having DIN as 02948174 | 500000 | 0 | 500000 | |
| 6 | SALIGRAM SUBRAMANYA NANDKUMAR having DIN as 00078026 | 477000 | 0 | 500000 |
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
