The Registrar of Companies (ROC), Bangalore, acting under the Ministry of Corporate Affairs, has issued an order imposing a penalty on SHASHWATHA NIDHI LIMITED for a violation of Section 117(2) of the Companies Act, 2013. The company, along with one of its directors, was penalized for a significant delay in filing a board resolution. The company filed a “suo-motu” application on November 28, 2024, admitting that it failed to file a required board resolution that had approved its financial statements for the financial year 2017-18.
The order details that the board resolution was passed on June 20, 2018, and according to the law, the required form (MGT-14) should have been filed within 30 days. However, the company did not file the form until October 21, 2024. This resulted in a delay of 2,286 days. The company’s application and submissions during a subsequent e-hearing were reviewed before the ROC issued the order. The document also notes that SHASHWATHA NIDHI LIMITED does not qualify as a small company and is therefore not eligible for a reduced penalty.
As a result of the violation, the ROC has imposed penalties on both the company and the individual involved. SHASHWATHA NIDHI LIMITED was fined Rs. 2 lakh, and the director, Padmaprasada, received a penalty of Rs. 50,000. The order directs that these penalties must be paid within 90 days via the official e-adjudication portal. It also specifies that the penalty for the director must be paid from their personal funds. The company and the director have the option to file an appeal within 60 days of receiving the order.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC : ROC Bangalore
Address : Registrar Of Companies ‘E’ Wing 2nd Floor Kendriya Sadana Kormangala Bangalore – 560034, India, Karnataka
Phone : 080-25633105,080-25537449, E-Mail : roc.bangalore@mca.gov.in
Order ID: PO/ADJ/07-2025/BL/00484 Dated: 16/07/2025
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. 831(E) dated 24/03/2015 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, 201 for adjudging penalties under the provisions of this Act..
B. Company details:
In the matter relating to SHASHWATHA NIDHI LIMITED [herein after known as Company] bearing CIN U65999KA2017PLC102542, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at No. 30/31, 3rd Floor, BK Circle, Kothnur Dinne main Road, J P Nagar 8th P No. 30/31, 3rd Floor, BK Circle, Kothnur Dinne main Road, J P Nagar 8th P NA Bangalore Bangalore Karnataka India 560076
Individual details:
In the matter relating to PADMAPRASADA . [herein after known as individual] having DIN 03099253 and having its address at #43, Smaran, 4th Cross, Pavamana Nagara, #43, Smaran, 4th Cross, Pavamana Nagara, Bangalore Karnataka India 560078
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 company has filed a suo-motu application on 28.11.2024 regarding non- compliance of section 117(1) r/w 117(3)(g) r/w 179(3)(g) wherein it was submitted that the company has filed the NDH-4 and got rejected with comment that the company has not filed MGT-14 for filing Board Resolution passed for approval of financial statements along with attached documents for the financial year 2017-18 resulting in violation of section 117(1) r/w 117(3)(g) r/w 179(3)(g) of the Act.
The company has passed Board Resolution on 20.06.2018 for approval of financial statements along with attached documents for the financial year 2017-18. The company failed to file the MGT-14 within 30 days of passing the resolution. However, the company has filed the MGT-14 on 21.10.2024 vide SRN AB1591592 for approval of financial statements along with attached documents for the financial year 2017-18. There has been delay of 2286 days from 20.07.2018 to 21.10.2024 for the financial year 2017-18.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu application on 28.11.2024 regarding non- compliance of section 117(1) r/w 117(3)(g) r/w 179(3)(g) wherein it was submitted that the company has filed Form NDH-4 which got rejected with the comment that the company has not filed MGT-14 for filing Board Resolution passed for approval of financial statements along with attached documents for the financial year 2017-18. The company submits that it had passed Board Resolution on 20.06.2018 for approval of financial statements along with attached documents for the financial year 2017-18. However, the company failed to file form MGT-14 within 30 days of passing the resolution and has filed MGT-14 on 21.10.2024 vide SRN AB1591592 for approval of financial statements along with attached documents for the financial year 2017-18 with a delay of 2286 days i.e. from 20.07.2018 to 21.10.2024. Thus, the company and officers in default have violated the provisions of section 117(1) r/w 117(3)(g) r/w 179(3)(g) of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the company and its officers in default through e-Adjudication module, and was also sent through speed post on 20.02.2025. The company and Officers in default have submitted their reply dated 07.03.2025 on e-Adjudication portal. Subsequently, e-hearing notice dated 23.06.2025 was sent to the company and its officers in default through e-Adjudication module. E-Hearing was scheduled on 24.06.2025 which was attended by Mr. Ishmavel Jacob, practising company secretory and authorized representative of company and officers in default who made the submissions as per the adjudication application filed.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | SHASHWATHA NIDHI LIMITED having CIN as U65999KA2017P LC102542 | 200000 | 0 | 200000 | |
| 2 | PADMAPRASAD A . having DIN as
03099253 |
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 Hyderabad 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.
Sanjay Sood,
Registrar of Companies
ROC Bangalore
