The Registrar of Companies, Chennai imposed penalties on Thirumalai Thirumal Nidhi Limited and its director for delayed filing of financial statements under Section 137 of the Companies Act, 2013. The company filed Form AOC-4 for FY 2022-23 on 1 August 2024 with a delay of 274 days beyond the statutory timeline prescribed under Section 137(1). The default came to light after the Ministry rejected the company’s NDH-4 application, observing non-compliance in filing annual returns and financial statements. The company attributed the delay to shortage of staff, alleged economic offences by a former director, and prolonged litigation before various judicial forums. However, the adjudicating authority held that such reasons did not absolve statutory filing obligations. Consequently, penalties of ₹37,400 each were imposed on the company and the officer in default under Section 137(3). The ROC directed payment within 90 days and permitted appeal before the Regional Director, Chennai.
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/02092 Dated: 12/05/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 137(3) 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 THIRUMALAI THIRUMAL NIDHI LIMITED [herein after known as Company] bearing CIN U65991TN1996PLC034825, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FAWAAS COMPLEX,99/A-10,THALAYARI STREET, PATTUKKOTTAI,THANJAVUR NA 614 601 TAMIL NADU INDIA 614601
Individual details:
In the matter relating to THANGAVEL JOTHIRAJAN ——-
C. Provisions of the Act:
(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the 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 during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be 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 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 15.07.2024 has rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updating of Status by Nidhi) filed by the company M/s. THIRUMALAI THIRUMAL NIDHI LIMITED (vide SRN: T08757080 dt. 15.03.2021). Wherein, it was stated “it was observed that the company has not filed form MGT-7 and Form AOC-4 for the financial year ending 31.03.2023 which is in noncompliance of section 92 and 137 of companies Act, 2013.”
2. Copy of financial statement to be filed with Registrar.
(1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed.
On perusal of the said rejection letter and relevant forms, it is noticed that the subject Company has filed the form AOC-4 for financial ended year 31.03.2023 vide SRN F97114961 dated 01/08/2024 with a delay of 274 days, which violates section 137 of the companies Act, 2013. Hence, the Company and its officers in default are liable for penalty under section 137(3) of the companies Act, 2013.
3.. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03890 on 05.03.2026. The vide letter dated 19.03.2026 submitted that due to limited staff strength and the inherent nature of the economic offence conducted by one of the past director Mr. T. Shanmuganathan and the protracted legal battle before multiple judicial forums, they could not complete the Statutory filings in time.
Further the Adjudicating Authority has scheduled e-hearing on 25.03.2026 and 06.04.2026. Mrs. Narasimhan Srividhya, authorized representative attended the e-hearing scheduled on 06.04.2026 and made submissions that the violation may be adjudicated by imposing lessor penalty.
E. Order:
1. As per section 137(1) and 137(2) of the Companies Act, 2013, every Company should file with the Registrar a copy of the Financial Statements, within thirty days from the date on which the Annual General meeting is held or should have been held. However, the Company has filed AOC-4 for the financial year ending 31.03.2023, vide SRN F97114961 dated 01.08.2024, with a delay of 274 days. In this regard, the Company has violated Section 137(1) of Companies Act, 2013 and therefore, the Company and the officers in default are liable for penalty under Section 137(3) 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 | THIRUMALAI THIRUMAL NIDHI LIMITED having CIN as U65991TN1996P LC034825 | 37400 | 0 | 200000 | |
| 2 | THANGAVEL JOTHIRAJAN having DIN as 00275047 | 37400 | 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
