The Ministry of Corporate Affairs (MCA) has penalized M/s. Dhanalakshmi Srinivasan Nidhi Limited for delays in filing e-form MGT-14, which is required for recording board resolutions related to the approval of financial statements and directors’ reports. The delay, covering financial years 2016-17, 2017-18, and 2018-19, resulted in a violation of Sections 117(3)(g) and 179(3)(g) of the Companies Act, 2013. Despite multiple opportunities, the company failed to comply within the prescribed timeframe, with delays spanning 2386, 2025, and 1727 days respectively. The company cited a lack of proper guidance and personnel as reasons for the oversight. MCA rejected their explanation, and after a formal hearing, imposed penalties. The company was fined ₹2,00,000 for each financial year, while key directors were fined ₹50,000 each, resulting in a total penalty of ₹10,32,700/- for the financial year ending March 2017, 2018 and 2019. Similar penalties were imposed for subsequent years. The case highlights the importance of timely compliance with corporate filing requirements.
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/ADJ/DHANALAKSHMI/SEC 117/2024 DATE : 11 JUL 2024
ADJUDICATION ORDER UNDER SECTION 117(3)(g) READ WITH SECTION 179(3)(g) OF
THE COMPANIES ACT, 2013
IN THE MATTER OF M/S. DHANALAKSHMI SRINIVASAN 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. Dhanalakshmi Srinivasan Nidhi Limited with CIN: U67100TN2016PLC104197 (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 274-C,Thuraiyur Road, Perambalur, Tamil Nadu 621212. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: Up to 31.03.2023
Annual Return: Up to 31.03.2023 |
| 3. | Paid up Capital | Rs.14,90,30,900/- |
| a. Revenue from Operation | Rs.49,25,62,176/- | |
| b. Other ‘income | Rs.6,60,210/- | |
| c. Profit for the Period | Rs.82,58,253/- | |
| 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. | Shri. Arunachalam Srinivasan | Director | 18.02.2016 | 08.12.2019 |
| Wholetime Director | 09.12.2019 | |||
| 2. | Shri. Kathiravan Srinivsan | Director | 18.02.2016 | 08.12.2019 |
| Managing Director | 09.12.2019 | |||
| 3. | Shri. Kumaragurubaran. | Director | 18.02.2016 | 18.05.2020 |
4. Section/Rule 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 subsection (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 elviy 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.
(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;
5. Issue of Adjudication Notice:
The Ministry vide letter dated 23.10.2023 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.Dhanalakshmi Srinivasan Nidhi Limited (vide SRN: R63792188 Dt 29.09.2020) wherein 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(3)(g) read with Section 179(3)(g) of the Companies Act, 2013 and Rules made thereunder for the financial year ending on 31.03.2019,31.03.2018,31.03.2017.
After that the Adjudicating Authority had issued Adjudication Notice No.ROC/CHN/Adj.Dhanalakshmi/2023 dt 15.11.2023 to the company.
6. Reply of Company and Directors for Adjudication Notice issued:
Pursuant to the Adjudication Notice dated 15.11.2023, the Company and its directors have filed Adjudication Application in e-form GNL-1 vide SRN: F95694972 dt 23.05.2024 and submitted physical application wherein the applicants submitted that the company has passed necessary resolutions under Section 179(3)(g) and 117 (3)(g) of the Companies Act, 2013 for the purpose of approving audited accounts for the financial years 201617,2017-18 & 2018-19.These resolutions should have been filed with ROC within 30 days from the date of passing the resolutions. However, due to lack of proper guidance and required personnel in the company, the company inadvertently has missed filing the Form MGT-14 for approval of accounts.
7. Adjudication Hearing:
On receipt of the Adjudication application, the Adjudicating Authority had issued notice of hearing dated 04.06.2024 by fixing the hearing on 12.06.2024 at 11:15 AM. Pursuant to the notice dated 04.06.2024, Shri.N.V Prakash, Advocate and Shri.Rohan Rajasekaran, Advocate appeared before the Adjudicating Authority on behalf of the Company and its director on 12.06.2024 and made submissions that the violation may be adjudicated as it was due to lack of proper advice.
8. Analysis of Non- compliance of Section 117(3)(g) read with Section 179(3)(g) 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.
As per the MCA portal, the company has filed MGT-14 for approval of Accounts and Directors Report for the FYs 2016-17,2017-18 & 2018-19, the details are as follows:
| Sl. No | FYs | Date of passing of resolution | Due date for filing e-form MGT -14 | Date of filing of e- form MGT-14 | No of days delay |
| 1. | 2016-17 | 02.09.2017 | 01.10.2017 | SRN: AA7073255 dt 14.03.2024 | 2386 days |
| 2. | 2017-18 | 29.08.2018 | 27.09.2018 | SRN: AA7074229 dt 14.03.2024 | 2025 days |
| 3. | 2018-19 | 24.06.2019 | 23.07.2019 | SRN: AA7148251 dt 14.03.2024 | 1727 days |
Hence, there is a delay in filing the e-form MGT-14 related to approval of Accounts and Directors Report for the FYs 2016-17,2017-18 & 2019 which led to violation of Section 117 (3)(g) r/w 179(3)(g)of the Companies Act, 2013. Therefore, the company and its Officer in default are liable for penalty under Section 117 (2) of the Companies Act, 2013.
9. Decision
Having considered the facts and circumstances of the case and after taking into account it is concluded that the company has violated Section 117 (3)(g) r/w 179(3)(g) of the Companies Act, 2013 for the FYs 2016-17,2017-18 & 2018-19.
Accordingly, I am inclined to impose a penalty as prescribed under Sub- Section 2 of the 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 2017
| 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. Dhanalakshmi Srinivasan Nidhi Limited | 2386 days | Rs.10,000 + Rs.100 per day (for continuing &lure) | 10000+ 2386 x 100 =2,48,600 | Rs.2,00,000/- | Rs.2,00,000/- |
| Shri. Arunachalam Srinivasan | 2386 days | Rs.10,000 + Rs.100 per day (for continuing failure) |
10000+2386 x 100 =2,48,600 | Rs.50,000/- | Rs.50,000/- |
| Shri. Kumarag-urubaran | 2386 days | Rs.10,000 + Rs.100 per day (for continuing failure) |
10000+2386 x 100 = 2,48,600 | Rs.50,000/- | Rs.50,000/- |
| Shri. Kathiravan Srinivsan | 2386 days | Rs.10,000 + Rs.100 per day (for continuing failure) |
10000 +2386 x 100 =2,48,600 | 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.2,00,000/- (Rupees Two lakbs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on the Officers in default as mentioned above. Totally Rs.3,50,000/- (Rupees Three lakhs £.fty thousand) as penalty amount for violation of Section 117 (3)(g) r/w 179(3)(g) of the Companies Act, 2013 for the FY 2016-17.
II. FY ENDED ON 31st MARCH 2018
| 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. Dhanalakshmi Srinivasan Nidhi Limited | 2025 days | Rs.10,000 + Rs. 100 per day
(for continuing failure) |
10000+ 2025 x 100 = 2,12,500 | Rs. 2,00,000/- | Rs. 2,00,000/- |
| Shri. Arunachalam Srinivasan | 2025 days | Rs.10,000 + Rs. 100 per day
(for continuing Allure) |
10000 + 2025 x 100 =2,12,500 | Rs. 50,000/- | Rs. 50,000/- |
| Shri. Kumarag-urubaran | 2025 days | Rs. 10,000 + Rs. 100 per day
(for continuing failure) |
10000 + 2025 x 100 =2,12,500 | Rs.50,000/- | Rs.50,000/- |
| Shri. Kathiravan Srinivsan | 2025 days | Rs. 10,000 + Rs. 1 0 per day
(for continuing failure) |
10000+2025 x100
=2,12,500 |
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.2,00,000/- (Rupees Two lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on the Officers in default as mentioned above. Totally Rs.3,50,000/- (Rupees Three lakhs fifty thousand) as penalty amount for violation of Section 117 (3)(g) r/w 179(3)(g) of the Companies Act, 2013 for the FY 2017-18.
III. FY ENDED ON 31ST MARCH 2019
| 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. Dhanalalcshmi Srinivasan Nidhi Limited | 1727 days | Rs. 10,000 + Rs.100 per day
(for continuing failure) |
10000+ 1727 x 100 =1,82,700 | Rs.2,00,000/- | Rs.1,82,700/- |
| Shri. Arunacbalam Srinivasan | 1727 days | Rs. 10,000 + Rs. 100 per day
(for continuing failure) |
10000 + 1727 x 100 =1,82,700 | Rs.50,000/- | Rs.50,000/- |
| Shri. Kumaragu-rubaran | 1727 days | Rs. 10,000 + Rs.100 per day
(for continuing failure) |
10000 + 1727 x 100 =1,82,700 | Rs. 50,000/- | Rs. 50,000/- |
| Shri. Kathiravan Srinivsan | 1727 days | Rs. 10,000 + Rs. 100 per day
(for continuing failure) |
10000+ 1727 x 100 =1,82,700 | 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.1,82,700/- (Rupees One lalch eight two thousand seven hundred) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on the Officers in default as mentioned above. Totally Rs.3,32,700/- (Rupees Three lakhs thirty two seven hundred) as penalty amount for violation of Section 117 (3)(g) r/w 179(3)(g) of the Companies Act, 2013 for the FY 2018-19.
9. The said amount of penalty shall be paid through online by using the website www.mca.gov.in (Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. 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 qf 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].
11. 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 wider 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.
12. 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
