The Registrar of Companies, Tamil Nadu, has issued an adjudication order against M/s. Mazhil Nidhi Limited for failing to comply with Section 92(4) of the Companies Act, 2013. The company did not file its annual returns (Form MGT-7) for the financial years 2020-21 to 2022-23. Despite a notice of adjudication and subsequent hearings, neither the company nor its directors responded or appeared. As a result, penalties were imposed for the violations: ₹1,05,500 for FY 2020-21, ₹69,000 for FY 2021-22, and ₹32,500 for FY 2022-23, totaling ₹2,06,000. The directors, including Managing Director Mr. Chelladurai Thenmozhi, are also liable for penalties amounting to ₹1,32,500. The company must rectify its default by filing the overdue annual returns within 30 days from the order’s receipt and pay the penalties online within 90 days. An appeal can be filed within 60 days against this order with the Ministry of Corporate Affairs.
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI I3HAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/MAZHIL NIDHI/ADIS.92(4) /2024 DATE: 2 SEP 2u14
ADJUDICATION ORDER UNDER SECTION 92(4) OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S. MAZHIL 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 M/s. Mazhil Nidhi Limited with CIN: U65990TN2018PLC120293 (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 1418/B, Upstairs Veerakaliamman Kovil Street, Theni, Tamil Nadu, India, 625531. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S. No. | Particulars | Information |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: Up to 31.03.2020 Annual Return: Up to 31.03.2020 |
| 3. | Paid up Capital | Rs.10,61,700/- |
| a. Revenue from Operation | Rs.3,514,327/- | |
| b. Other Income | Nil | |
| c. Profit/Loss for the Period | Rs. 103,961.90/- | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors During the period of violation:
| S. No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Mr. Chelladurai Thenmozhi | Managing Director |
18.11.2021 | …. |
4. Section and Penal Provision as per Companies Act, 2013
Section 92 of the Companies Act, 2013- Annual Return:
4)Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed
(5) If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default 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 during which such failure continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default:
5. Issue of Adjudication Notice:
The Ministry vide order dated 09.6.2023 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. Mazhil Nidhi Limited (vide SRN: R75586636 dt 17.12.2020) wherein it was mentioned that “the company has not filed Annual Return with the Registrar in form MGT-7 for the period 31.03.2021 & 31.03.2022 till date. Therefore, the company has contravened Section 92(4) of the Companies Act,2013.
After that the ROC Chennai had issued Adjudication Notice No. ROC/CHN/Mazhil/ADJ/2023 dt 31.08.2023 to the company.
6. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
7. Adjudication Hearing:
Since no reply has been received from the company and its directors for the notice dated 31.08.2023, the Adjudicating Authority had issued Notice of hearing to the subject company and directors on 04.06.2024 by fixing the hearing on 12.06.2024. None of the representative of the Company or Directors have appeared on the said date. Subsequently, a final hearing notice dated 24.06.2024 fixing the hearing date as on 09.07.2024 at 11:10 AM was also issued. Neither the directors of the company nor their authorized represented have appeared on the date so fixed. Hence, as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such persons (ex-parte).
8. Analysis of Non- compliance of the Companies Act, 2013:
It is noticed the company has not filed Annual return with Registrar in form MGT-7 for FYs 2020-21 to 2022-23. Therefore, the company has contravened the Section 92(4) of the Companies Act, 2013. The company and its Officer in default are liable for penalty under Section 92(5) of the Companies Act, 2013.
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, imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
9. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that the company and its directors have violated Section 92(4) of the Companies Act, 2013 for the FYs 2020-21 to 2022-23 and liable for penalty as prescribed under Section 92(5) of the CompaniesAct,2013.
- FY 2020-21: 955 days i.e., by considering AGM was conducted on 30.09.2021, 60 days from the date of AGM i.e., 28.11.2021 to 09.07.2024.
- FY 2021-22 i.e., 590 days by considering AGM was conducted on 30.09.2022, 60 days from the date of AGM i.e., 28.11.2022 to 09.07.2024
- FY 2022-23 i.e.225 by considering AGM was conducted on 30.09.2023, 60 days from the date of AGM i.e. 28.11.2023 to 09.07.2024
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 3 of Section 137 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 2020-21
| Name of Company/ person on whom penalty imposed |
No of days of default | Penalty for default (Rs) | Total Penalty (Rs) |
Maxim Limit for penalty(Rs) | Final Penalty imposed (Rs) |
| M/s. Mazhil Nidhi Limited | 955 days | Rs.10,000 + Rs.100 per clay (for continuing failure) | 10,000 + 955 x 100= 1,05,500/- | Rs.2,00,000/- | 1,05,500/- |
| Mr. Chelladurai Thenmozhi | 955 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 +9 55 x 100= 1,05,500 | Rs.50,000/- | Rs.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. 1,05,500/- (Rupees One lakh five thousand five hundred) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on Officers in default. Totally Rs.1,55,500/- (Rupees One lakh fifty five thousand five hundred) as penalty amount for violation of Section 92 of the Companies Act, 2013 for the FY 2020-21.
(II) FY 2021-22
| Name of person on whom penalty imposed | No of days of default | Penalty for default (Rs) | Total Penalty(Rs) |
Maxim Limit for penalty (Rs) | Final Penalty imposed (Rs) |
| M/s. Mazhil Nidhi Limited | 590 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 590 x 100= 69,000/- | Rs.2,00,000/- | Rs.69,000/- |
| Mr. Chelladurai Thenmozhi | 590 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 590 x 100= 69,000/- | Rs.50,000/- | Rs.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.69,000/-(Rupees Sixty nine thousand) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed Officer in default. Totally Rs.1,19,000/- (Rupees One lakh nineteen thousand) as penalty amount for violation of Section 92 of the Companies Act, 2013 for the FY 2021-22.
(III) FY 2022-23
| Name of person on whom penalty imposed | No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maxim Limit for penalty (Rs) | Final Penalty imposed (Rs) |
| M/s. Mazhil Nidhi Limited | 225 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 225 x 100= 32,500 | Rs.2,00,000/- | Rs.32,500/- |
| Mr. Chelladurai Thenmozhi | 225 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 225 x 100= 32,500 | Rs.50,000/- | Rs.32,500/- |
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.32,500/-(Rupees Thirty two thousand five hundred) is imposed on the Company and Rs.32,500/-(Rupees Thirty two thousand five hundred) is imposed on Officer in default. Totally Rs.65,000 /- (Rupees Sixty five thousand) as penalty amount for violation of Section 92 of the Companies Act, 2013 for the FY 2022-23.
(ii) Further, in exercise of Section 454 (3)(b) of the Companies Act,2013 the subject company is directed to rectify the default by filing Annual Returns for the remaining periods i.e. from 2020-21 onwards and intimate to this office the details of fillings along with SRNs within 30 days from the date of this order.
10. 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.
11. 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].
12 Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order,
“(8)(i) Where company fails to comply with the order made under subsection (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.
(ii) 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
