The ROC Coimbatore, by Order dated 07/08/2026, imposed penalties under Section 450 of the Companies Act, 2013 for violation of Section 138 relating to appointment of an Internal Auditor. Jayachandran Alloys Private Limited was required to appoint an Internal Auditor for FY 2015-16 based on its turnover, but did not do so. The company’s turnover was below ₹200 crore during FYs 2015-16 and 2016-17, when the requirement was stated to be inapplicable; however, turnover of ₹2,14,43,59,312 during FY 2017-18 attracted the requirement, and the company did not appoint an Internal Auditor for FYs 2018-19 to 2023-24. The overall stated default period was 30/09/2015 to 30/04/2024, with intermittent reliefs for FYs 2016-17 and 2017-18. A penalty of ₹2,00,000 was imposed on the company and ₹50,000 each on Nithin Arumugam, Chandrasekaran Pradeep and Hari Sudhan Arumugam. The company and officers were directed to rectify the default and pay the penalties within 90 days of receipt of the order. An appeal may be filed before the Regional Director, Chennai within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Coimbatore
Registrar Of Companies, No.7, AGT Business Park, I Floor, Phase II, Avinashi Road, Civil Aerodrome Post, Coimbatore,
Tamil Nadu, India, 641014
Phone: (0422)-2629640,2628170
Fax: 0422-2628089
E-mail: [email protected]
Order ID: PO/ADJ/08-2026/CB/02635 | Dated: 07/08/2026
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. 698(E) dated 10/02/2026 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 JAYACHANDRAN ALLOYS PRIVATE LIMITED [herein after known as Company] bearing CIN U27106TZ2006PTC013044, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at P26 & E15 5TH CROSS ROAD STREET, PERUNDURAI, SIPCOT INDUSTRIAL GROWTH CENTRE. INGUR, ERODE INGUR ERODE ERODE TAMIL NADU INDIA 638052
Individual details:
In the matter relating to NITHIN ARUMUGAM __________________
In the matter relating to CHANDRASEKARAN PRADEEP __________________
In the matter relating to HARI SUDHAN ARUMUGAM __________________
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 – The turnover of the company during the FY 2014-15 was Rs. 2,11,18,49,486/-. Pursuant to Section 138 of CA, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company is required to conduct internal audit and appoint an Internal Auditor for the FY 2015-16 but the company did not appoint Internal Auditor for the said year. Further, the turnover of the company during the FYs 2015-16 and 2016-17 was below Rs. 200 crores and the requirement of an Internal Auditor was not applicable. However, during the FY 2017-18, the turnover of the company was Rs. 2,14,43,59,312/- and from FY 2017-18 onwards, the turnover of the company was not more than Rs. 200 crores thereby the provisions of appointment of internal auditor was attracted and Section 138 became applicable to the company. However, the company did not appoint internal auditor for the FYs 2018-19 to 2023-24. Overall the Company has not appointed an Internal Auditor from 30/09/2015 to 30/04/2024 with intermittent reliefs on FYs 2016-17 This is a violation of section 138 of the Companies Act 2013. Since there is no penal provisions under section 138 of the Act, the Company and Officers in default are liable for penal action under section 450 of Companies Act 2013.
2. The turnover of the company during the FY 2014-15 was Rs. 2,11,18,49,486/-. Pursuant to Section 138 of CA, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company is required to conduct internal audit and appoint an Internal Auditor for the FY 2015-16 but the company did not appoint Internal Auditor for the said year. Further, the turnover of the company during the FYs 2015-16 and 2016-17 was below Rs. 200 crores and the requirement of an Internal Auditor was not applicable. However, during the FY 2017-18, the turnover of the company was Rs. 2,14,43,59,312/- and from FY 2017-18 onwards, the turnover of the company was not more than Rs. 200 crores thereby the provisions of appointment of internal auditor was attracted and Section 138 became applicable to the company. However, the company did not appoint internal auditor for the FYs 2018-19 to 2023-24. Overall the Company has not appointed an Internal Auditor from 30/09/2015 to 30/04/2024 with intermittent reliefs on FYs 2016-17 and 2017-18. This is a violation of section 138 of the Companies Act 2013. Since there are no penal provisions under section 138 of the Act, the Company and Officers in default are liable for penal action under section 450 of Companies Act 2013. Notices were sent to the Company. The Company and Officers in default have submitted their explanation, which were perused carefully. After studying the application filed by the Company and analysing documents present with this Office, in line with the request of the Company, a physical hearing was conducted with the authorized representative of the Company (Mr. R Valluvan) and after hearing, this orders is passed.
E. Order:
1. Since the default is clearly established, and owing to the fact that there is no penal provisions present for section 138 of the Act, penalty is imposed on the Company and the Officers in Default under section 450 of Companies Act 2013. The period of default is from 30/09/2015 to 30/04/2024 with intermittent reliefs for FYS 2016-17 and 2017-18. A penalty of Rs. 200000/- is imposed on the Company and a penalty of Rs. 50,000/- is imposed on all the Officers in Default viz Mr. NITHIN ARUMUGAM (DIN : 07760195), Mr. CHANDRASEKARAN PRADEEP (DIN : 01658756) and Mr. HARI SUDHAN ARUMUGAM (DIN : 06865507).
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 | JAYACHANDRAN ALLOYS PRIVATE LIMITED having CIN as U27106TZ2006P TC013044 | 200000 | 0 | 200000 | |
| 2 | NITHIN ARUMUGAM having DIN as 07760195 |
50000 | 0 | 50000 | |
| 3 | CHANDRASEKA RAN PRADEEP having DIN as 01658756 | 50000 | 0 | 50000 | |
| 4 | HARI SUDHAN ARUMUGAM having DIN as 06865507 | 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.
Vairamuthu Nagarajan,
Registrar of Companies
ROC Coimbatore
