SEO Title: Adjudication Order for Aasvas Nidhi Ltd: Section 158 Violation
Summary: The Ministry of Corporate Affairs (MCA) appointed the Registrar of Companies (RoC), Kerala, as the Adjudicating Officer to examine and address violations under Section 158 of the Companies Act, 2013. This case involves M/s. Aasvas Nidhi Limited, a Nidhi company, which failed to include Director Identification Numbers (DIN) in financial statements for fiscal years 2016-17 through 2019-20, contravening Section 158. Following a rejected NDH-4 application in 2021, the company voluntarily sought adjudication. Hearings were conducted, where the company admitted the lapses and requested minimal penalties. The RoC determined that the company and its directors were liable for penalties under Section 172 for non-compliance.
The adjudicating officer imposed penalties totaling ₹2,00,000 each on the company and its directors, including current and former officers. The reduced penalty provisions of Section 446B were deemed inapplicable, as Nidhi companies are excluded from the “small company” definition. The penalties must be paid within 90 days, and appeals, if desired, can be filed within 60 days. Non-compliance with the order could invite further action under Section 454(8) of the Act.
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Ministry of Corporate Affairs
Registrar of Companies, Kerala & Lakshadweep
First Floor, Corporate Bhawan, B.M.C. Road,
Thrikkakara, Kochi — 682 021, Kerala.
[email protected]
0484-2421626
Order No. ROC(K)/Adj S.158/ Aasvas Nidhi /3007 /2024 Dated: 19.11.2024
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES KERALA AND LAKSHADWEEP
Adjudication order passed under Section 454 of the Companies Act 2013 for the violation of Section 158 r/w Section 172 of the said Act in the matter of M/s. AASVAS 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, Kerala 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 Company M/s. Aasvas Nidhi Limited, CIN: U65929KL2016PLC047400 (herein after referred as Company) is a registered company with this office under the Companies Act, 2013 having its registered office situated at Room No:10, XXI/656 N4, 2nd Floor, Lotus City Centre, Near Statue Junction, Tripunithura, Ernakulam, 682301, as per the MCA website. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| Sl. No. |
Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: upto 31.03.2023 Annual Return: upto 31.03.2023 |
| 3. | Paid up Capital | Rs.21,62,600.00 |
| a. Revenue from Operation | Rs.98,04,700.00 | |
| b. Other Income | Rs.84,120.00 | |
| c. Profit/loss for the Period | Rs.(69,47,750.00) | |
| 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 |
| 1. | Whether company registered under any other special Act? | No |
KMP as per section 2(51) during the period of violation:
| S. No. | Name of Director | Designation | Date of Appointment | Date of Cessation |
| 1 | SURYA RATHEESH | Director | 30.11.2016 | 24.03.2022 |
| 2 | SREEJITH SUDHAKARAN | Director | 30.11.2016 | — |
| 3 | RAJVIHAR SASI RAJEEV | Director | 30.11.2016 | 20.11.2021 |
3. Relevant Provisions of the Companies Act, 2013
Section 158. Obligation to Indicate Director Identification Number
Every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director.
Section 172.Penalty
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
4. Facts of the case:
The Ministry vide order dated 20.09.2021 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. Aasvas Nidhi Limited (vide SRN: R81868309 dated 31.12.2020) wherein it was mentioned that “the Directors’ Identification Number was not mentioned in the financial statements attached with Form AOC-4 for 31.03.2016, 31.03.2017, 31.03.2018, 31.03.2019, 31.03.2020, resulting in violation of Section 158 of the Companies Act,2013”.
Thereafter, the company has filed an application GNL-1 vide F95565818 dated 17.05.2024 before this office requesting for suo-moto adjudication of non-compliance of Section 158 r/w Section 172 of the Act by the company and the Adjudicating Authority had issued Adjudication Notice dated 02.08.2024 to the company. The company has submitted its reply vide letter received on 19.08.2024 requesting to pass minimum penalty.
Hence, the Adjudicating Authority had issued notice of hearing dated 25.10.2024 by fixing the hearing on 12.11.2024 at 12.00 PM. No one attended the hearing on the said date, however on request of company, hearing was held on 13.11.2024 and Sri. Nebil Nizar, Advocate and authorised representative of the company/Smt. Surya Ratheesh/Sri. Sreejith Sudhakaran attended the hearing. Sri. Rajvihar Sasi Rajeev or his authorised representative did not attend the hearing. The representative admitted that the Directors’ Identification Number was not mentioned in the financial statements attached with Form AOC-4 for 31.03.2017, 31.03.2018, 31.03.2019, 31.03.2020 and requested for minimum penalty. He further pointed out that the company has not filed AOC-4 for the FY 2015-16, since the company was incorporated only on 30.11.2016 and hence the default mentioned for the said year is not applicable.
Based on the examination and submissions made, it is noticed that the director’s DIN was not mentioned in the signed financial statements attached with Form AOC-4 for the financial year ending 31.03.2017, 31.03.2018, 31.03.2019, 31.03.2020. Therefore, the company has contravened Section 158 of the Act and the company and its Officer in default are liable for penalty under Section 172 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 446B shall not be applicable in this case.
5. Decision
Having considered the facts and circumstances of the case, and after taking into account the above factors, I hereby impose a penalty as prescribed under Section 158 read with 172 of the Act. The details of the penalty imposed on the Company and Officers in default are shown in the table below:
| Name of the person on whom penalty imposed | Penalty (Applicable per year) |
Maximum Penalty (per year) |
Total Penalty Imposed (for FY 2016-17, 2017-18,2018-19 & 2019-20) |
| M/s. Aasvas Nidhi Limited (Company) | Rs.50,000 | Rs.50,000 | Rs.2,00,000/- |
| Ms. Surya Ratheesh (former Director) | Rs.50,000 | Rs.50,000 | Rs.2,00,000/- |
| Sri. Sreejith Sudhakaran (Director) | Rs.50,000 | Rs.50,000 | Rs.2,00,000/- |
| Sr. Rajvihar Sasi Rajeev (former Director) | Rs.50,000 | Rs.50,000 | Rs.2,00,000/- |
6. The noticee shall pay the amount of penalty individually (out of own pocket) by way of e-payment (available on Ministry website mca.gov.in) under “Pay miscellaneous fees” category in MCA fee and payment Services within 90 (ninety) days of this order. The Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office, by filing eform INC-28.
7. Appeal against this order, if aggrieved and if so advised, may be filed in writing with the Regional Director (SR), Ministry of Corporate Affairs, Chennai 600 006, within a period of 60 (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) & (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014.
8. Your attention is also invited to section 454(8) of the Act in the event of non-compliance with this order
(ANU VIVEK, ICLS)
(Adjudicating Officer)
Registrar of Companies
Kerala & Lakshadweep
