The Ministry of Corporate Affairs (MCA) plays a pivotal role in regulating corporate activities in India. One of its key functions is to ensure compliance with the Companies Act, 2013, which mandates companies to file various documents and statements with the Registrar of Companies (ROC). Failure to comply with these requirements can result in penalties imposed by the MCA.
Adjudication Order Overview: An adjudication order issued by the Registrar of Companies, Tamil Nadu, highlights a case involving M/s. Aalamara Nidhi Limited for non-compliance with Section 137 of the Companies Act, 2013. This article delves into the details of the adjudication process, the violations committed, and the penalties imposed.
Appointment of Adjudicating Officer: The Ministry, in accordance with the Companies Act, 2013, appointed the Registrar of Companies, Chennai, as the Adjudicating Officer. This appointment empowers the officer to adjudicate penalties for violations under the Act.
Company Profile: M/s. Aalamara Nidhi Limited, a registered company under the Companies Act, 2013, came under scrutiny for failing to file its financial statements with the Registrar within the stipulated timeframe. The company’s particulars, including its directors and financial details, were examined to ascertain the extent of non-compliance.
Violation and Penal Provisions: Section 137 of the Companies Act, 2013, mandates companies to file copies of their financial statements with the Registrar within 30 days of the annual general meeting (AGM). Failure to do so incurs penalties, as outlined in the Act. The section also stipulates penalties for continuing failures, subject to a maximum limit.
Adjudication Process: The company received an adjudication notice from the Adjudicating Authority citing non-compliance with Section 137(1) of the Companies Act, 2013. Subsequently, the company and its directors responded to the notice, acknowledging the violation and expressing willingness to pay the prescribed penalty.
Adjudication Hearing and Decision: During the adjudication hearing, representatives of the company appeared before the Adjudicating Authority and admitted to the violation. Considering the submissions and relevant provisions, the Authority determined the penalties for the company and its directors for the financial year ending on 31st March 2023.
Penalty Imposition: The Adjudicating Officer imposed penalties on M/s. Aalamara Nidhi Limited and its directors for the specified period of default. The penalties were calculated based on the provisions of Section 137(3) of the Companies Act, 2013, taking into account the duration of non-compliance and the maximum penalty limit.
Appeal and Compliance: The adjudication order provides information on the appeal process and the consequences of non-compliance with the order. Companies and individuals subject to penalties have the option to appeal against the decision within a specified timeframe. Failure to comply with the order within the prescribed period attracts further penalties or legal consequences.
Conclusion: The adjudication order underscores the importance of timely compliance with statutory requirements under the Companies Act, 2013. Non-filing of financial statements with the Registrar not only leads to penalties but also reflects poorly on corporate governance practices. Companies and their directors must adhere to regulatory obligations to maintain transparency and accountability in corporate affairs.
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.137/2024 DATE: 8 APR 2024
ADJUDICATION ORDER UNDER SECTION 137 OF THE COMPANIES ACT, 2013 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 M/s. 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
| 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 Vengatesh | 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 | ….. | |||
4. Section and Penal Provision as per Companies Act, 2013
Section 137 of the Companies Act, 2013- Copy of financial statement to be filed with Registrar:
1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed.
(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the 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 during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the. absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the Directors of the company, shall be 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 after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
(i) Section 454 (3)(b) of the Companies Act, 2013 provides: Adjudication of Penalties
(3) The adjudicating officer may, by an order-
(b) direct such company, or officer who is in default, or any other person, as the case may be, to rectify the default, wherever he considers fit.
[Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of; the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.]
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 financial statement with Registrar in form AOC-4 for the period 31.03.2022 till date. Therefore, the company has contravened Section 137(1) of the Companies Act, 2013″. 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 IN. 137 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 11:15 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 137(3) 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) The Adjudicating Authority has issued the Notice for adjudication on 23.11.2023, and the company filed AOC-4 for the FY 2021-22 vide SRN: F89720494 dated 21.12.2023 within 30 days from the date of issue of Adjudication Notice. Hence, no penalty shall be imposed as per Section 454 3(b) of the Companies Act,2013.
(iii) 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 are liable for penalty as prescribed under Section 137(3) of the Act for the Financial Year ending 31.03.2023 only.
- Financial Year 2022-23 for 93 days i.e, AGM was conducted on 11.09.2023, 30 days from the date of AGM i.e, 10.10.2023 to 11.01.2024 (AOC-4 filed vide SRN F93674406 dated 12.01.2024)
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 2022-23
| 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 | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10000 + 93 x 100 =19,300 | 2,00,000 | 19,300 |
| Shri. Madhanaraj Palraj | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10000 + 93 x 100 =19,300 | 50,000 | 19,300 |
| Shri. Srinivasagam Janakiraman Vengatesh | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure | 10000 + 93 x 100 =19,300 | 50,000 | 19,300 |
| Shri. Saravankumar | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure | 10000 + 93 x 100 =19,300 | 50,000 | 19,300 |
| Shri.Kannan | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure | 10000 + 93 x 100 =19,300 | 50,000 | 19,300 |
| Shri.Varatharajan Sankaranarayanan | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure | 10000 + 93 x 100 =19,300 | 50,000 | 19,300 |
| Shri.Durairaj Janakiraman | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure | 10000 + 93 x 100 =19,300 | 50,000 | 19,300 |
| Shri.Palraj Jeyavelmani | 93 days | Rs.10,000 + Rs.100 per day (for continuing failure | 10000 + 93 x 100 =19,300 | 50,000 | 19,300 |
- Ramasamy Balaji (DIN: 05276105) is not in the directorship of the company since 28.08.2023. Hence, he is not liable for the penalty for violation of Section 137 of the Companies Act for the FY 2022-23.
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.19,300/- (Rupees Nineteen thousand three hundred) is imposed on the Company and Rs.19,300/- (Rupees Nineteen thousand three hundred) is imposed on the each of the directors as mentioned above. Totally Rs. 1,54,400/- (Rupees One lakhs fifty four thousand four hundred) as penalty amount for the FY 2022-23.
9. 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.
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 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].
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 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
