The Registrar of Companies, Chennai, adjudicated penalties under Section 454 of the Companies Act, 2013 for violation of Section 117(1) and 117(2) read with Section 179(3)(g). The company failed to file Form MGT-14 for board resolutions approving financial statements and the Board’s report for FY 2018–19 within the prescribed 30-day period, ultimately filing it after a delay of 2,317 days. The company argued that it believed Nidhi companies were exempt from such filing requirements, but the authority rejected this contention, holding that statutory obligations applied uniformly and ignorance of law was no excuse. The delay constituted a continuing default attracting penalties under Section 117(2). Accordingly, the maximum penalty of ₹2,00,000 was imposed on the company and ₹50,000 each on the defaulting directors. The order directed rectification within 90 days, payment through the MCA portal, and provided a right to appeal within 60 days.
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/04-2026/CN/02074 Dated: 30/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 117(2) 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 MARTHANDAM PEOPLE DEVELOPMENT NIDHI LIMITED [herein after known as Company] bearing CIN U65990TN2011PLC082557, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO.6-11/7, ‘MALANKARA BUILDING’ MARTHANDAM MAIN ROAD, NA MARTHANDAM POST TAMIL NADU INDIA 629165
Individual details:
In the matter relating to BALAKRISHNAN SOBHIDANANDAN ——
In the matter relating to DHARMAIYAN SIBI ——-
C. Provisions of the Act:
(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Ministry vide letter dated 09.07.2024 has rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updation of Status by Nidhi) filed by the company M/s. Marthandam People Development Nidhi Limited (vide SRN: R54231139 dt. 08.09.2020). Wherein, it was stated that the Company has not filed Form MGT-14 for filing Board Resolution passed for approval of Financial statements along with attached documents for the Financial year 2018-19 resulting in violation of Section 179(3)(g) read with Section 117 of the Companies Act, 2013.
Section Section 117(1) and (3)(g) and section 179(3)(g) read as follows;
Section 117. Resolutions and Agreements to be Filed
(1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within [thirty days] of the passing or making thereof in such manner and with such fees as may be prescribed 8[Omitted]:
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
(3) The provisions of this section shall apply to?
(g) Resolutions passed in pursuance of sub-section (3) of section 179 Section 179. Powers of Board
(3) The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely: ?
(g) To approve financial statement and the Board?s report;?
On perusal of the said rejection letter and relevant forms, it is noticed that the subject Company has filed Form MGT-14 for approval of accounts and Directors report for Financial year 2018-19 vide SRN AC2128334 on 03.02.2026 with a delay of 2,317 days, which violates section 117(1) of the Companies Act, 2013. Hence the company and its officers in default are liable for penalty under section 117(2) of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication for default under Section 117(2) of the Companies Act, 2013 vide SCN/ADJ/02-2026/CN/03816 on 03.03.2026. The Company vide letter dated 17.03.2026, submitted that they believed that Nidhi Companies were exempt from Filing Form MGT-14 for Board Resolutions approving accounts and that the omission was neither deliberate nor intended to evade statutory obligations, but arose from a genuine misinterpretation of the law.
Further, the Adjudicating Authority had issued notice for e-hearing on 23.03.2026, for e-hearing scheduled on 25.03.2026. CA. A.Amirtha Rajan, the Authorized representative attended the e-hearing scheduled on 25.03.2026 and made submissions that the violation may be adjudicated by imposing lesser penalty.
E. Order:
1. The Company M/s. MARTHANDAM PEOPLE DEVELOPMENT NIDHI LIMITED being a Nidhi Company must file Form MGT-14 for Board resolutions passed under Section 179(3)(g) for approval of Financial Statement and the Board?s Report within 30 days of passing such resolution. However, the Company filed Form MGT-14 for approval of accounts and Directors report for Financial year 2018-19 vide SRN AC2128334 on 03.02.2026 with a delay of 2,317 days. In this regard, the Company has violated Section 179(3)(g) read with Section 117 of Companies Act, 2013 and therefore, the Company and the officers in default are liable for penalty under Section 117(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 | MARTHANDAM PEOPLE DEVELOPMENT NIDHI LIMITED having CIN as U65990TN2011P LC082557 | 200000 | 0 | 200000 | |
| 2 | BALAKRISHNAN SOBHIDANANDA N . having DIN as 03574601 | 50000 | 0 | 50000 | |
| 3 | DHARMAIYAN SIBI . having DIN as 08286160 | 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
