The Ministry of Corporate Affairs (MCA) has imposed a penalty of Rs. 13.5 lakh on Bluemax Capital Solution Private Limited and its directors for failing to disclose the state of the company’s affairs in the Director’s Report for three consecutive financial years. This order, issued by the Registrar of Companies, Chennai, highlights the company’s non-compliance with Section 134(3)(i) of the Companies Act, 2013. The adjudication details the penalties levied and the steps taken by the authorities leading up to this decision.
Company Overview
Bluemax Capital Solution Private Limited, incorporated under the Companies Act, 2013, with CIN: U74999TN2014PTC096625, operates out of Tirunelveli, Tamil Nadu. Despite maintaining an active status and regular filings of financial statements and annual returns up to March 31, 2018, the company failed to disclose the state of its affairs in the Director’s Report for FY 2015-16, 2016-17, and 2017-18.
Directors During the Period of Violation
The directors during the period of violation were:
1. Shri Rajkumar Aravinth
2. Shri Bharathraj
3. Shri Subramanian Gopalakrishnan
Legal Provisions and Violation
Under Section 134 of the Companies Act, 2013, it is mandatory for companies to attach a report by the Board of Directors, which includes the state of the company’s affairs, to the financial statements presented at the general meeting. Non-compliance with this provision incurs penalties under Section 134(8), which prescribes a penalty of Rs. 3 lakh for the company and Rs. 50,000 for each defaulting officer.
Inspection and Notice of Adjudication
An inspection authorized under Section 206(5) of the Companies Act, 2013, revealed the omission in the Director’s Reports for FY 2015-18. Subsequently, a Show Cause Notice was issued on June 13, 2023, to Bluemax Capital Solution and its directors. Despite a request for an extension by Shri Rajkumar Aravinth, no substantive response was received.
Adjudication Hearing and Decision
An adjudication hearing was scheduled for January 23, 2024, where Shri I.B. Harikrishna, representing the company and its directors, acknowledged the violation. Upon review, the Adjudicating Officer concluded that the company and its directors violated Section 134(3)(i) of the Companies Act, 2013. Consequently, penalties were imposed as follows for each fiscal year from 2015-16 to 2017-18:
1. FY 2015-16:
- Company: Rs. 3,00,000
- Each Director: Rs. 50,000
- Total: Rs. 4,50,000
2. FY 2016-17:
- Company: Rs. 3,00,000
- Each Director: Rs. 50,000
- Total: Rs. 4,50,000
3. FY 2017-18:
- Company: Rs. 3,00,000
- Each Director: Rs. 50,000
- Total: Rs. 4,50,000
The aggregate penalty imposed for the three fiscal years amounts to Rs. 13,50,000.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/BLUEMAX /ADJ/S.134/2024 DATE: 30 APR 2024
ADJUDICATION ORDER UNDER SECTION 134 (3) (i) OF THE COMPANIES ACT, 2013
IN THE MATTER OF WS BLUEMAX CAPITAL SOLUTION PRIVATE LIMITED
1. Appointment of Adjudicating Officer:-
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Bluemax Capital Solution Private Limited with CIN: U74999TN2014PTC096625 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at No.26, Raja Rajeswari Nagar, Pt Street, Opp. New Bus Stand, Tirunelveli, Palayamkottai, Tamil Nadu 627007. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S. No. | Particulars | Details as per FY 2017-18 |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: up to 31.03.2018
Annual Return : up to 31.03.2018 |
| 3. | Paid up Capital | Rs.1,00,000/- |
| a. Revenue from Operation | Rs.84,18,371.5/- | |
| b. Other Income | Rs.16,000/- | |
| c. Profit for the Period | Rs.4,00,000/- | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors during the period of violation:
| S.No. | Name of Director Default | Designation | Date of
Appointment |
Date of
Cessation |
| 1. | Shri. Rajkumar Aravinth | Director | 23.07.2014 | ….. |
| 2. | Shri. Bharathraj | Director | 23.07.2014 | ….. |
| 3. | Shri. Subramanian Gopalakrishnan | Director | 23.07.2014 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 134 of the Companies Act, 2013- Financial Statement, Board’s Report, etc.
(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include—
(i) the state of the company’s affairs;
Section 134 (8) provides :
If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every Officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
5. Issue of Adjudication Notice:
An Inspection of Books and accounts of the company M/s. Bluemax Capital Solutions Private Limited was carried out by an Officer authorised by the Central Government U/s. 206(5) of the Companies Act, 2013 wherein the observations of the Inspecting Officer are as follows:
“During the Inspection it is observed that, as per provision of Section 134(3Xi) of the Companies Act, 2013, the state of the company’s affairs shall be disclosed in the Board Report. It is observed from the Directors Report for the Financial Year 2015-16, 2016-17 and 2017-18, State of Company’s affairs is not disclosed. Hence, the Company has not complied with Section 134(3)(i) of the Companies Act, 2013 for the said FYs.
Accordingly, on submission of the Inspection Report, the Regional Director, Ministry of Corporate Affairs, Chennai has directed this office to initiate necessary action against the defaulters as per the provisions of the Companies Act, 2013.
After this office has issued Show Cause Notice for Adjudication under Section 134 of the Companies Act vide Notice No. 91/Roc/Chn/096625/BLUEMAX/S.134/P.23/Inspn fol. up/2022 dated 13.06.2023 .
6. Reply of Company and Directors for Adjudication Notice issued:
Shri. Rajkumar Aravinth vide letter dated 29.06.2023 requested time to fturnish the reply to the notice. After that no reply has been received from the company and its directors.
7. Adjudication Hearing:
(i) Since no reply has been received from the company and its directors for the Adjudication notice, this office had issued Adjudication Hearing Notice to the subject company and its directors on 16.01.2024 by fixing the hearing date as on 23.01.2024 at 11:30 AM. Pursuant to the hearing notice Shri. I.B. Harikrishna, CS has appeared on behalf of the company and its directors before the Adjudicating Authority on 23.01.2024 made submission that the violation may be adjudicated.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that the company and directors mentioned in Para 3 have violated Section 134(3) (i) of the Companies Act, 2013 and liable for penalty as prescribed under Section 134(8) of the Act for the FYs 2015-16, 2016-17 and 2017-18.
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 8 of Section 134 of the Companies Act, 2013. The details of the penalty imposed on the company and Officer in default are given in the table given below:
I. FY 2015-16
| Name of Company/ person on whom penalty imposed | Penalty for default (Rs) | Maximum Limit for penalty (Rs) | Penalty
Imposed (11s) |
| M/s. Bluemax Capital Solution Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs.3,00,000/- |
| `Shri. Rajkumar Aravinth | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
| Shri. Bharathraj | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
| Shri. Subramanian Gopalakrishnan | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.3,00,000/- (Rupees Three lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on each Officers in default. Totally Rs. 4,50,000/- (Rupees Four lakhs fifty) as penalty amount for violation of Section 134 (3)(i) of the Companies Act, 2013 for the FY 2015-16
II. FY 2016-17
| Name of Company/ person on whom penalty imposed | Penalty for default (Rs) | Maximum Limit | Penalty
Imposed (Rs) |
| for penalty (Rs) | |||
| M/s. Bluemax Capital Solution Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs.3,00,000/- |
| Shri. Rajkumar Aravinth | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
| Shri.Bharathraj | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
| Shri. Subramanian Gopalakrishnan | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.3,00,000/- (Rupees Three lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on each Officers in default. Totally Rs. 4,50,000/- (Rupees Four lakhs fifty) as penalty amount for violation of Section 134 (3)(i) of the Companies Act, 2013 for the FY 2016-17.
III. FY 2017-18
| Name of Company/ person on whom penalty imposed | Penalty for default (Rs) | Maximum Limit | Penalty
Imposed (Rs) |
| for penalty (Rs) | |||
| M/s. Bluemax Capital Solution Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs.3,00,000/- |
| Shri. Rajkumar Aravinth | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
| Shri.Bharathraj | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
| Shri. Subramanian Gopalakrishnan | Rs.50,000/- | Rs.50,000/- | Rs.50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.3,00,000/- (Rupees Three lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on each Officers in default. Totally Rs. 4,50,000/- (Rupees Four lakhs fifty) as penalty amount for violation of Section 134(3)(i) of the Companies Act, 2013 for the FY 2017-18.
9. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] setting forth 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 (Adjudicating-of Penalties) Rules, 2014].
11. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of ‘the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to, one lakh rupees, or with both.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
