The Registrar of Companies, Delhi imposed penalties under Section 172 of the Companies Act, 2013 on Absolute Projects (India) Limited and its officers for violation of Section 161(1) concerning failure to regularize the appointment of an Additional Director. Mrs. Sunita Ola was appointed as an Additional Director on 13.07.2004 but was not regularized at the AGM held on 30.09.2004, resulting in automatic vacation of office from 01.10.2004 by operation of law. Despite cessation, the company failed to file the required DIR-12 form within the prescribed period and eventually filed it only on 02.07.2020, causing a continuing default spanning 7,805 days. The company and officers admitted the lapse, attributing it to lack of professional guidance and absence of a qualified Company Secretary. Considering the prolonged non-compliance and statutory limits under Section 172, the ROC imposed the maximum penalty of ₹3 lakh on the company and ₹1 lakh each on the officers in default, directing payment within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/05-2026/DC/02102 | Dated: 07/05/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 withCompanies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to ABSOLUTE PROJECTS (INDIA) LIMITED [herein after known as Company] bearing CIN U74999DL1995PLC065160, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4222/1LAXMI KUNJ IST FLOOR ANSARI ROAD D GANJ NA NEW DELHI DELHI INDIA 110002
Individual details:
In the matter relating to RANJEET SINGH OLA__________________________________________
In the matter relating to SUNITA OLA __________________________________________
In the matter relating to DHARAMVIR PARMAR __________________________________________
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – I.This office is in receipt of application through e-form GNL-1 vide SRN AB6398376 dated 09.02.2025 from the company for adjudication of penalties for default u/s 161(1) of the Companies Act, 2013. As per the application, following has been submitted:
i.That the Company appointed Mrs. Sunita Ola as an Additional Director w.e.f. 13.07.2004 pursuant to the provisions of Section 161(1) of the Companies Act, 2013.
ii.That as per the provisions of Section 161(1) of the Companies Act, 2013, an Additional Director shall hold office only up to the date of the next Annual General Meeting (AGM) or the last date on which the AGM should have been held, whichever is earlier. Further, such Additional Director is required to be regularized by the shareholders in the ensuing AGM.
iii.That the Company conducted its AGM on 30.09.2004; however, Mrs. Sunita Ola was not regularized as a Director in the said AGM. Despite this, she continued to act as Director of the Company beyond the permissible period.
iv.That the Company had continuously defaulted under section 161(1) and the rules made thereunder for the period of 7805 days (i.e., from 01.10.2004 onwards).
II.Thus, in view of above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of Section 161(1) of the Companies Act, 2013 and the noticees are required to show cause as to why they should not be penalized u/s 172 for the said non-compliance.
2. No hearing sought in the matter by the company and officers-in-default.
E. Order:
1. Whereas, in view of the facts of the case, an e-SCN under Section 161(1) of the Companies Act, 2013 was issued to the company and its officers on 12.02.2026, as the Company had failed to regularize the appointment of the Additional Director in the said Annual General Meeting.
Whereas, the reply to the above e-SCN was received by this office vide letter dated 19.02.2026 from the company and its officers. Company and the officer(s) in default accepted the non-compliance and stated that the default occurred due to lack of professional guidance and absence of a qualified Company Secretary.
Therefore, in view of the above, it is observed that pursuant to Section 161(1) of the Companies Act, 2013, an Additional Director shall hold office only up to the date of the next Annual General Meeting (AGM) or the last date on which such AGM ought to have been held, whichever is earlier. Such Additional Director is required to be regularized by the shareholders in the ensuing AGM.
Mrs. Sunita Ola, who was appointed as an Additional Director of the Company, was required to be regularized at the AGM held on 30.09.2004. However, she was not regularized as a Director at the said AGM and, consequently, her office as Additional Director stood vacated with effect from 01.10.2004 in accordance with the provisions of Section 161(1) of the Companies Act, 2013.
Despite the cessation of her office by operation of law, the Company failed to file the requisite e-Form DIR-12 within the prescribed time and subsequently filed e-Form DIR-12 vide SRN R44883379 for recording her cessation on 02.07.2020, resulting in a delay of 7,805 days, i.e., from 01.10.2004 to 12.02.2026. The amount of penalty to be imposed exceeds maximum limit prescribed under penal provision section 172 and hence, the maximum penalty is levied on the company and the officers-in-default as per section 172 of the Act,
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie noncompliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above is only being adjudicated and any other non-compliances if any, involving aforesaid or any other section under provision of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
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 | ABSOLUTE PROJECTS (INDIA) LIMITED having CIN as U74999DL1995P LC065160 | 300000 | 0 | 300000 | |
| 2 | RANJEET SINGH OLA having DIN as 00190018 | 100000 | 0 | 100000 | |
| 3 | SUNITA OLA having DIN as
00190165 |
100000 | 0 | 0 | |
| 4 | DHARAMVIR PARMAR having DIN as 01222100 | 100000 | 0 | 0 |
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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi
