The Ministry of Corporate Affairs, through the Registrar of Companies, Chennai, acting as the Adjudicating Officer, issued an adjudication order against M/s. Aalamara Nidhi Limited for violation of Section 117 and Section 179(3)(g) of the Companies Act, 2013.
The violation pertains to the failure of the company to file Form MGT-14 for the board resolutions passed for the approval of accounts with the Registrar of Companies (ROC) as required by the mentioned sections.
The company, along with its directors, including Shri. Kannan, responded to the adjudication notice. During the hearing, the company expressed willingness to accept the penalty prescribed under Section 117(2) of the Companies Act, 2013.
Considering the circumstances, it was found that the company and its directors indeed contravened Section 117(1) of the Companies Act, 2013. Therefore, penalties were imposed accordingly.
For the financial year ending on 31st March 2020, a penalty of Rs. 1,14,100 was imposed on the company, and Rs. 50,000 each on the mentioned directors, totaling Rs. 5,64,100.
Similarly, for the financial year ending on 31st March 2021, a penalty of Rs. 82,600 was imposed on the company, and Rs. 50,000 each on the directors, totaling Rs. 4,82,600.
The order stipulates that the penalties must be paid online through the specified website within 90 days of receipt of the order. Failure to comply may result in further fines or imprisonment as per the Companies Act.
The order also outlines the procedure for appealing against the decision within sixty days to the Regional Director (SR), Ministry of Corporate Affairs, and warns of additional penalties for non-compliance.
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/AALAMARA/ADJ/S.117/2024
DATE: 8 APR 2024
ADTUDICATION ORDER UNDER SECTION 117 OF THE COMPANIES: ACT, 2013
READ WITH SECTION 179 (3)(g) OF THE COMPANIES ACT IN THE MATTER OF
M/S .AALAMARA NIDHI 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 Ws. Aalamara Nidhi Limited with CIN: U65999TN2019PLC128843 (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 33, E-2, 1st Floor, Kamak Road, Virudhunagar, Sivakasi, Tamil Nadu 626123. 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 2022-23 |
| 1. | Paid up Capital | 34,52,880 |
| 2. | a. Revenue from Operation | 1,03,22,822 |
| b. Other Income | 21,83,827 | |
| c. Profit for the Period | 8,70,614 | |
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | No |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company registered under any other special Act? | No |
| 7. | Whether it is a small company? | No |
3. Directors During the period of violation :
| S.No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri.Madhanaraj Palraj | Director | 22.04.2019 | …. |
| 2. | Shri.Srinivasagam Janakiraman Veiigatesh | Director | 22.04.2019 | ….. |
| 3. | Shri.Saravankumar | Director | 22.04.2019 | ….. |
| 4. | Shri.Kannan | Director | 18.12.2019 | …. |
| 5. | Shri.Varatharajan Sankaranarayanan | Director | 22.04.2019 | ….. |
| 6. | Shri.Durairaj Janakiraman | Director | 22.04.2019 | ….. |
| 7. | Shri.Ramasamy Balaji | Director | 22.04.2019 | 28.08.2023 |
| 8. | Shri.Palraj Jeyavelmani | Director | 29.03.2021 | 28.11.2021 |
| 29.11.2021 | ….. | |||
| 9. | Shri.Chandrasekaran Ramesh | Director | 22.04.2019 | 31.03.2021 |
4. Section and Penal Provision as per Companies Act, 2013
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 .
(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.]
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;
5. Issue of Adjudication Notice:
The Ministry vide letter dated14.11.2023 rejected eform NDH-4 (Form for filing an application for a declaration as Nidhi Company or updation of status by Nidhis) filed by the company Aalamara Nidhi Limited. Further, in the said letter it was mentioned that ” the company has not filed Form MGT-14 for Board Resolution passed for approval of accounts with ROC as per Section 117 and Section 179(3)(g) of the Companies Act, 2013 and rules made thereunder for the financial year ending on 31.03.2020 to 31.03.2021.”. After that the Adjudicating Authority has issued Adjudication Notice No. ROC/CHN/Adj/AALAMARA/2023 on 23.11.2023 to the company and its directors.
6. Reply of Company and Directors for Adjudication Notice issued:
Pursuant to the said notice, the Shri. Shri.Kannan,director has submitted an application under Section 454 of the Companies Act 2013 and also filed GNL-1 vide SRN F88624671 dated 23.12.2023 to adjudicate the violation of Section 117 and Section 179(3)(g) of the Companies Act, 2013 of the CA 2013.
7. Adjudication Hearing:
The Adjudicating Authority had issued notice of hearing dated 13.03.204 by fixing the hearing on 18.03.2024 at 1 1: 15 AM. Pursuant to the Notice of hearing dated 13.03.2024, Shri. V.Sudarsan Banu, PCS has appeared before the Adjudicating Authority on 18.03.2024 at 11:15AM on behalf of the company and its directors and made submissions that “the said violation may be adjudicated and accepted to pay the penalty as prescribed under Section 117(2) of the Companies Act, 2013”.
8. Decision
(i) The company being a Nidhi company does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, of imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
(ii) Having considered the facts and circumstances of the case and after taking into account the factors above, it appears that the provisions of Section 117(1) of the companies Act, 2013 has been contravened by the company and its directors in default and therefore they are liable for penalty U/s. 117(2) of the Companies Act, 2013
-
- Date of passing of Board resolution for approval of Director’s report for the FY ended on 31st March 2020 was on 31.12.2020. Therefore, due date for filing MGT-14 was on 30.01.2021 (within 30 days from date of passing of Board Resolution), but the company filed MGT-14 vide SRN AA6342481 dated 08.12.2023 with delay of 1041 days.
- Date of passing of Board resolution for approval of Director’s report for the FY ended on 31″ March 2021 was on 12.11.2021 (within 30 days from date of passing of Board Resolution). Therefore, due date for filing MGT-14 was on 11.12.2021, but the company filed MGT-14 vide SRN AA6342653 dated 08.12.2023 with delay of 726 days.
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 2 of Section 117 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
I. FY ENDED ON 31ST MARCH 2020
| Name of person on whom penalty imposed | No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maximum Limit for penalty (Rs) |
Penalty Imposed (Rs) |
| M/s. Aaalamara Nidhi Limited | 1041 days |
Rs.10,000 + Rs.100 per day (for continuing failure) |
10000 +1041 x 100 =1,14,000 | 2,00,000 | 1,14,100 |
| Shri. Madhanaraj Palraj | 1041 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10000 +1041 x 100 =1,14,000 | 50,000 | 50,000 |
| Shri.Srinivasagam Janakiraman Vengatesh | 1041 days |
Rs.10,000 + Rs.100 per day (for continuing failure | 10000 +1041 x 100 =1,14,000 | 50,000 | 50,000 |
| Shri. Saravankumar | 1041 days |
Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +1041 x 100 =1,14,000 | 50,000 | 50,000 |
| Shri.Kannan | 1041 days |
Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +1041 x 100 =1,14,000 | 50,000 | 50,000 |
| Shri. Varatharajan Sankaranarayanan | 1041 days |
Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +1041 x 100 =1,14,000 | 50,000 | 50,000 |
| Shri. Durairaj Janakiraman
|
1041
days
|
Rs.10,000 + Rs.100 per day (for continuing failure | 10000 +1041 x 100 =1,14,000 | 50,000
|
50,000
|
| Shri.Palraj Jeyavelmani
|
1041
days
|
Rs.10,000 + Rs.100 per day (for continuing failure | 10000 +1041 x 100 =1,14,000 | 50,000
|
50,000
|
| Shri. Ramasamy Balaji
|
1041
days
|
Rs.10,000 + Rs.100 per day (for continuing failure | 10000 +1041 x 100 =1,14,000 | 50,000
|
50,000
|
| Shri. Chandrasekaran Ramesh | 1041
days
|
Rs.10,000 + Rs.100 per day (for continuing failure | 10000 +1041 x 100 =1,14,000 | 50,000
|
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.1,14,100/- (Rupees One lakh fourteen thousand hundred) is imposed on the Company and Rs.50,000/- (Rupees fifty thousand) is imposed on the each of the directors as mentioned above. Totally Rs. 5,64,100/- (Rupees Five lakhs sixty four thousand one hundred) as penalty amount for the financial year ending on 31st March 2020.
II. FY ENDED ON 31ST MARCH 2021
| Name of person on whom penalty imposed |
No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maximum Limit for penalty (Rs) |
Penalty Imposed (Rs) |
| M/s. Aaalamara Nidhi Limited | 726 days |
Rs.10,000 + Rs.100 per day (for continuing failure) |
10000 +726 x 100 =82,600 | 2,00,000 | 82,600 |
| Shri.Madhanaraj Palraj | 726 days |
Rs.10,000 + Rs.100 per day (for continuing failure) |
10000 +726 x 100 =82,600 | 50,000 | 50,000 |
| Shri.Srinivasagam Janakiraman Vengatesh | 726 days |
Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +726 x 100 =82,600 | 50,000 | 50,000 |
| Shri.Saravankumar | 726 days |
Rs.10,000 + Rs.100 per day
(for continuing |
10000 +726 x 100 =82,600 | 50,000 | 50,000 |
| Shri. Kannan | 726 days |
Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +726 x 100 =82,600 | 50,000 | 50,000 |
| Shri. Varatharajan Sankaranarayanan | 726 days |
Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +726 x 100 =82,600 | 50,000 | 50,000 |
| Shri. Durairaj Janakiraman | 726 days |
Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +726 x 100 =82,600 | 50,000 | 50,000 |
| Shri. Palraj Jeyavelmani |
726 days |
Rs.10,000 + Rs.100 per day (for continuing failure) |
10000 +726 x 100 =82,600 | 50,000 | 50,000 |
| Shri. Ramasamy Balaji | 726 days | Rs.10,000 + Rs.100 per day (for continuing failure |
10000 +726 x 100 =82,600 | 50,000
|
50,000
|
- Chandrasekaran Ramesh (DIN: 08264925) is not in the directorship of the company since 31.03.2021. Hence, he is not liable for the penalty for violation of Section 117 of the Companies Act for the financial year ending 31st March 2021.
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.82,600/- (Rupees Eighty two thousand six hundred) is imposed on the Company and Rs.50,000/- (Rupees fifty thousand) is imposed on the each of the directors as mentioned above. Totally Rs. 4,82,600/- (Rupees Four lakhs eighty two thousand hundred) as penalty amount for the financial year ending on 31st March 2021.
(iii) 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.
(iv) 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].
(v) Your attention is also invited to’ section 454(8) of the Act in the event of noncompliance 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.
(vi) 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
