The Ministry of Corporate Affairs (MCA) has issued an adjudication order against Eravanchery Nidhi Limited for failing to file Form MGT-14, as mandated by Sections 117(3)(g) and 179(3)(g) of the Companies Act, 2013. This non-compliance pertains to board resolutions approving financial statements for the fiscal years ending March 31, 2018, and March 31, 2020. Despite previous notices and opportunities to comply, the company and its officer in default have faced penalties totaling ₹5 lakh. Specifically, the company is fined ₹2 lakh for each fiscal year, while the officer, Mr. Vijayaraj, is fined ₹50,000 for each year. The penalties reflect the failure to adhere to statutory filing requirements and are in accordance with the powers vested in the Registrar of Companies under Section 454 of the Companies Act. The company is required to pay these penalties within 90 days and has the option to appeal within 60 days of receiving the order. Failure to comply could result in additional fines or imprisonment for officers in default.
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/ERAVANCHERY/SEC 117/2024 DATE : 6 AUG 2024
ADJUDICATION ORDER UNDER SECTION 117(3)(g) READ WITH SECTION 179(3)(g) OF
THE COMPANIES ACT, 2013
IN THE MATTER OF WS. ERAVANCHERY 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. Eravanchery Nidhi Limited with CIN: U65990TN2017PLC120189 (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 2/309, Main Road, Kadai Veedhi, Thiruvarur, Eravachery, Tamil Nadu 609501. 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 |
| 3. | Paid up Capital | Rs.25,41,970/- |
| a. Revenue from Operation | Rs.9,121,752/- | |
| b. Other Income | Rs.367,783/- | |
| c. Profit for the Period | Rs.688,825/- | |
| 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.Vijayaraj | Director | 26.12.2017 | 05.06.2019 |
| Managing Director |
05.06.2019 |
4. Section/Rule and Penal Provision as per Companies Act, 2013
Section 117- Resolutions and Agreetnents to be Filed :
(1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (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 Re 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.
(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 pissed at meetings of the Board, namely: —
(g) to approve financial statement and the Board’s report;
5. Issue of Adjudication Notice:
The Ministry vide order dated 30.03.2021 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.Eravanchery Nidhi Limited (vide SRN: R32996613 Dt 13.02.2020) wherein it was mentioned that ” the company has not filed Form MGT-14 for Board Resolution pased for approval of accounts with ROC as per Section 117(3)(g) and Section 179(3)(g) of the Companies Act,2013 and rules made thereunder for the financial year ending 31.03.2018 and 31.03.2020. Hence, the company has violated Section 117(3)(g) and Section 179(3)(g) of the Companies Act.2013″.
After that the ROC Chennai had issued Show Cause Notice No.Roc/Chn/120189/Nidhi/Eravanchery/ SCN/2021 dt 28.12.2021 to the company and its directors.
6. Reply of Company and Directors for Adjudication Notice issued:
The company vide letter dated 03.02.2022 submitted that non- filing of form MGT-14 for the years ending 31.03.2018 and 31.03.2020 is not willful nor wanton. The company did not do this for any obvious reasons, but omissions on the part of management of the company. The company will strictly adhere to the practice of filing resolutions promptly as and when it became due, hereinafter.
7. Adjudication Hearing:
The Adjudicating Authority had issued notice of hearing dt 13.03.2024 by fixing the hearing on 18.03.2024. But the directors of the company vide email dt 18.03.2024 requested to reschedule the hearing. The request has been considered by the Adjudicating Authority and final notice of hearing had issued on 01.04.2024 by fixing the hearing on 09.04.2024 at 11:15 AM. Pursuance to the notice dated 01.04.2024, Shri. R.Padmanabhan, Company Secretary in Whole-time Practice appeared before the Adjudicating Authority on 09.04.2024 and made submission that the violation may be adjudicated.
8. Analysis of Non- compliance of the Companies Act, 2013:
It is noticed that the financial statements of the company for the FY ending 31.03.2018 & 31.03.2020 were approved by the Board of Directors on 28.11.2018 & 07.12.2020 respectively. But the company has not filed Form MGT-14 for Board Resolution passed for approval of accounts with ROC as per Section 117(3)(g) and Section 179(3)(g) of the Companies Act,2013. Therefore, the company has contravened Section 117(3)(g) and Section 179(3)(g) of the Companies Act, 2013 for the FY ending 31.03.2018 & 31.03.2020, the company and its Officer in default are liable for penalty under Section 117 (2) 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 it is concluded that the company has not filed e-form MGT-14 regarding Board Resolution passed for approval of accounts with ROC as per Section 117(3)(g) and Section 179(3)(g) of the Companies Act,2013 till date, thereby violated Section 117 (3)(g) r/w 179(3)(g) of the Companies Act, 2013.
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 ending 31.03.2018
| Name of company/ Officers in default | Penalty for default (Rs) | Maximum Limit for penalty (Rs) | Penalty Imposed (Rs) |
| M/s. Eravanchery Nidhi Limited | Rs.10,000 + Rs.100 per day (for continuing failure) | Rs.2,00,000/- | Rs.2,00,000/- |
| Mr. Vijayaraj | Rs.10,000 + Rs.100 per day (for continuing failure) | 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 Officer in default as mentioned above. Totally Rs.2,50,000/- (Rupees Two lakhs fifty thousand) as penalty amount for violation of Section 117 (3)(g) r/w 179(3)(g) of the Companies Act, 2013.
II. FY ending 31.03 2020
| Name of company/ Officers in default | Penalty for default (Rs) | Maximum Limit for penalty (Rs) | Penalty Imposed (Rs) |
| M/s. Eravanchery Nidhi Limited | Rs.10,000 + Rs.100 per day (for continuing failure) | Rs. 2,00,000/- | Rs. 2,00,000/- |
| Mr. Vijayaraj | Rs.10,000 + Rs.100 per day (for continuing failure) | 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 Officer in default as mentioned above. Totally Rs.2,50,000/- (Rupees Two lakhs fifty thousand) as penalty amount for violation of Section 117 (3)(g) r/w’179(3)(g) of the Companies Act, 2013.
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.
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.” Ord IDESPATCr”–
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
