ROC Slaps Rs. 4 Lakh Penalty on Company’s Directors for Non-Filing of Secretarial Audit Report

ROC has imposed a Rs. 4 lakh penalty on the directors of Arvind Remedies Limited for failure to file mandatory secretarial audit reports under Section 204 of the Companies Act, 2013.

ROC Issues Ex-Parte Order, Fines Company's Directors for Section 204 Violation

Saloni Kumari | Jan 9, 2026 |

ROC Slaps Rs. 4 Lakh Penalty on Company’s Directors for Non-Filing of Secretarial Audit Report

ROC Slaps Rs. 4 Lakh Penalty on Company’s Directors for Non-Filing of Secretarial Audit Report

The Registrar of Companies (ROC) Chennai under the Ministry of Finance (MCA) has issued an Adjudication Order dated January 07, 2026, under Section 454 of the Companies Act, 2013, imposing a penalty on a company’s two directors for the contravention of Section 204(4) of the Act.

The dispute is related to a company, namely Arvind Remedies Limited, with a CIN of L24231TN1988PLC015882, and its two directors, Chandra Ravindran and Arvind Kumar Babhutmalji Shah, with DINs 00771329 and 01063744, respectively.

The Officer of Central Government had conducted an inquiry against the company, Arvind Remedies Limited, under Section 206(4) of the Companies Act 2013, and made the observation that the company had not filed the secretarial audit report using the MCA 21 Portal. Every listed company is required to file a secretarial audit report. Additionally, the company did not file any resolution for filing MR-3 for the financial years 2014-15, 2015-16, and 2016-17. This indicated a clear contravention of section 204 of the Companies Act, 2013.

An e-Adjudication notice dated March 06, 2025, was issued in the name of the company by the Adjudication Authority. In response, through a letter dated March 26, 2025, the company informed the authority that the petition was filed by it before the Hon’ble High Court. The High Court, by its order dated October 17, 2016, appointed an official liquidator for the company. As a result, all the company’s assets, books, records, documents, and title deeds were taken over by the official liquidator on March 15, 2017.

The company urged the Adjudicating Authority to collect further details directly from the appointed Official Liquidator. Later, the authority scheduled a date for a hearing by issuing a notice; however, no one from the side of the company attended the hearing. Therefore, in conclusion, the authority announced its final decision by issuing an ex parte order without hearing the company and its directors under Rule 3(8) of the Companies (Adjudication of Penalties) Rules, 2014.

In conclusion, the authority ruled that as the company is under liquidation, only its officers are in default and are liable for a penalty under Section 204(4) of the Companies Act, 2013. Hence, a penalty of Rs. 4 lakh was imposed on Chandra Ravindran and Arvind Kumar Babhutmalji Shah, Rs. 2 lakh on each. The officers have been directed to rectify the default and pay the imposed penalty within a period of 90 days from receiving the order.

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