The Registrar of Companies, Chennai, passed an adjudication order dated 27.07.2026 under Section 454 of the Companies Act, 2013 for violation of Section 117(2) by Annammal Nidhi Limited. The matter arose after the Ministry rejected the company’s Form NDH-4 on 09.07.2024, noting non-filing of Form MGT-14 for approval of the financial statements and Board’s Report for FY 2016-17 under Section 179(3)(g) read with Section 117. The company filed Form MGT-14 on 28.07.2025 against the resolution passed on 16.08.2017, resulting in a delay of 2,872 days. The company stated that it believed Nidhi companies were exempt from filing Form MGT-14 for accounts approval resolutions, that the default came to light only after rejection of Form NDH-4, and requested a lesser penalty. The Adjudicating Authority held that the company was required to file Form MGT-14 within 30 days of passing the resolution and imposed penalties under Section 117(2). A penalty of ₹2,00,000 was imposed on the company, ₹34,800 on one director, and ₹50,000 each on the remaining officers in default. Payment was directed within 90 days, with an appeal permitted before the Regional Director, Chennai 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/06-2026/CN/02388 Dated: 27/07/2026
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 ANNAMMAL NIDHI LIMITED [herein after known as Company] bearing CIN U67190TN2013PLC092464, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ST ANNE’S CHURCH, NORTH KONAM, POST NA NAGERCOIL KANYAKUMARI TAMIL NADU INDIA 629004
Individual details:
In the matter relating to BERNARD ALFRED BERKMANS . ————–
In the matter relating to SUSAIANTHONY SAHAYAMATHAN . —————
In the matter relating to AMIRDHANATHAN STANIS RAJAN . ————-
In the matter relating to MARIAANTONY JUSTIN . ——————
In the matter relating to LAWRANCE DELPHIN RANI . ————-
In the matter relating to GIRAHORI VINCENT ——————
In the matter relating to LASER JAMESRAJAN . ——————-
In the matter relating to SAVARIAR ADIMAI MERLIN VISTA . ——————-
In the matter relating to SINGARAYAN LEON .——————–
In the matter relating to SAVARIMUTHU RAVIGODSON KENNEDY . —————-
In the matter relating to JEYABAL HATLIN THADHEUS ———————
In the matter relating to BRITTO JOSEPH ——————-
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. ANNAMMAL NIDHI LIMITED (vide SRN: R87193363 date. 21.01.2021). Whereas, it was mentioned “the Company has not filed Form MGT-14 for approval of Financial Statements along with attached documents for the Financial Year 2016-17, resulting in Violation of section 179(3) (g) read with Section 117 of Companies Act, 2013.”
Section 117(1) and 117(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:
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 Annual accounts and Director’s Report for the Financial year 2016-17 (Date of passing resolution 16.08.2017)
vide SRN AB5678980 on 28.07.2025 with a delay of 2872 days, which violates section 117(1) of the Companies Act, 2013 read with section 179(3)(g) 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/03-2026/CN/03975 on 28.04.2026. The Company vide letter dated 13.05.2026, submitted that they believed that Nidhi Companies were exempt from Filing Form MGT-14 for accounts approval resolutions and that the corresponding provisions of the Companies Act, 1956 had no such filings and AOC-4 does not require any reference of having filed MGT-14, so in the early years of the 2013 Act did not insist on filing MGT-14 adopting Financial Statements. They further submitted that the default came to light only because MCA rejected Form NDH-4 citing the lapse and that had ROC’s filing checks flagged it earlier, the Company would have complied in financial year 2016-17 itself. The Company further submitted that since, “officer in default” liability under Section 2(60) attaches to the Key Managerial Personnel, the penalty should be levied only on the Managing director, not on all Directors.
Further, the Adjudicating Authority had scheduled e-hearing on 27.05.2026. 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. ANNAMMAL 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 (i.e., on or before 15.09.2017). However, the Company filed Form MGT-14 for approval of accounts and Directors report for Financial year 2016-17 vide SRN AB5678980 on 28.07.2025 with a delay of 2872 days. In this regard, the Company has violated Section 179(3)(g) read with Section 117 of Companies Act, 2013 and therefore, penalty shall be imposed on the Company and the officers in default 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 | ANNAMMAL NIDHI LIMITED having CIN as U67190TN2013P LC092464 | 200000 | 0 | 200000 | |
| 2 | BERNARD ALFRED BERKMANS . having DIN as 03331526 | 34800 | 0 | 50000 | |
| 3 | SUSAIANTHONY SAHAYAMATHA N . having DIN as 06644269 | 50000 | 0 | 50000 | |
| 4 | AMIRDHANATHA N STANIS RAJAN . having DIN as 06644272 | 50000 | 0 | 50000 | |
| 5 | MARIAANTONY JUSTIN . having DIN as 06644290 |
50000 | 0 | 50000 | |
| 6 | LAWRANCE DELPHIN RANI . having DIN as 06644314 | 50000 | 0 | 50000 | |
| 7 | GIRAHORI VINCENT having DIN as 06644780 | 50000 | 0 | 50000 | |
| 8 | LASER JAMESRAJAN . having DIN as 06645391 | 50000 | 0 | 50000 | |
| 9 | SAVARIAR ADIMAI MERLIN VISTA . having DIN as 06645432 | 50000 | 0 | 50000 | |
| 10 | SINGARAYAN LEON . having DIN as 06651354 | 50000 | 0 | 50000 | |
| 11 | SAVARIMUTHU RAVIGODSON KENNEDY . having DIN as 08039717 | 50000 | 0 | 50000 | |
| 12 | JEYABAL HATLIN THADHEUS having DIN as 08456544 |
50000 | 0 | 50000 | |
| 13 | BRITTO JOSEPH having DIN as 09527741 | 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
