The Registrar of Companies (ROC), Chennai issued an adjudication order dated 11 March 2026 under Section 454 of the Companies Act, 2013 for violation of Section 92(4) relating to delayed filing of annual returns. The company had conducted its Annual General Meeting for FY 2022–23 on 1 January 2024 but failed to file its Annual Return in Form MGT-7A within the statutory 60-day period. The annual return was eventually filed on 16 June 2025, resulting in a delay of 565 days, thereby attracting penal provisions under Section 92(5) of the Act. The company and its directors submitted that the delay was inadvertent and without mala fide intent and that the return had been filed prior to the issuance of the adjudication notice. Upon examining the records, the adjudicating authority observed that the default had been rectified before the show cause notice dated 14 January 2026. Exercising discretion under Section 454(2), the ROC concluded the proceedings without imposing any penalty on the company and its directors.
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/03-2026/CN/01729 Dated: 11/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER 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 SRI ABHINANDAN FOUNDATION PRIVATE LIMITED [herein after known as Company] bearing CIN U45200TN2008PTC067956, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 17,KALATHI PILLAI STREET SOWCARPET NA CHENNAI TAMIL NADU INDIA 600079
Individual details:
In the matter relating to GOUTHAM CHAND ROONWAL ——–
In the matter relating to MUKESH GOUTAMCHAND ROONWAL ——
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 company M/s. Sri Abhinandan Foundation Private Limited and its Directors Mukesh Goutamchand Roonwal and Goutham Chand Roonwal have filed Adjudication application under section 454 of the Companies Act, 2013 in e-form GNL-1 vide SRN: AB5400781 dated 14.07.2025 and also submitted physical application on 15.07.2025 for violation of Section 92 of the Companies Act, 2013.
The Applicant submitted that the Company has held its Annual General Meeting for Financial year 2022-2023 on 01.01.2024. Further, the Company could not file its Annual Returns (MGT-7A) with the Registrar of Companies within the prescribed time as mandated under Section 92(4) of the Companies Act, 2013. However, the Applicant Company had filed its Annual Return for the Financial Year 2022-2023 on 16.06.2025 vide SRN: N31395601 with a delay of 565 days. Section 92(4) reads as follows;
(4) Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed.
As the Company failed to file the Annual returns within prescribed time, it has thereby contravened the provision of section 92(4) of the Companies Act, 2013. Therefore, the Company and its officers in default are liable for penal action under Section 92(5) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03465 on 14.01.2026. The Company vide letter dated 15.01.2026 submitted that the delay in filing MGT-7A was inadvertent and without mala fide intention and was filed before the issuance of Adjudication notice. The Company further requested that the Adjudication proceedings be treated as concluded in terms of Section 454(2) of Companies Act, 2013.
Further the Adjudicating Authority has issued notice for e-hearing on 11.02.2026 for e-hearing scheduled on 19.02.2026. The Company Secretary, Mr. Ssohan R Baggmar, the authorized representative attended the e-hearing on behalf of the Company and its Directors and made submissions that the violation may be adjudicated by imposing no penalty.
E. Order:
1. On perusal of the Adjudication Application and relevant forms, it is noticed that the company has filed e-Form MGT-7A on 16.06.2025 vide SRN: N31395601 with a delay of 565 days, which violates Section 92(4) of companies Act, 2013. Further, it is noticed that the company has filed the e-Form MGT-7A prior to the issuance of the adjudication notice (i.e.,14.01.2026). In view of the above, no penalty shall be imposed on the Company and its Officers in default as per Section 454(2) 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 | SRI ABHINANDAN FOUNDATION PRIVATE LIMITED having CIN as U45200TN2008P TC067956 | 0 | 0 | 200000 | |
| 2 | GOUTHAM CHAND ROONWAL having DIN as 00677835 |
0 | 0 | 50000 | |
| 3 | MUKESH GOUTAMCHAND ROONWAL having DIN as 02669579 | 0 | 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
