The Registrar of Companies, Chennai, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, passed an order dated 07.01.2026 imposing penalties for violation of Section 450 due to delayed statutory filing. The proceedings arose after the Ministry rejected the company’s Form NDH-4 on 04.07.2024, noting that Form MGT-14 had not been filed for the Board Resolution approving annual accounts for the financial year ended 31.03.2022, as required under Section 117(3)(g) read with Section 179(3)(g). Although the Board Resolution was passed on 02.09.2022, Form MGT-14 was filed only on 14.06.2025, resulting in a delay of 1017 days. The company contended that it believed MGT-14 filing was not required for a Nidhi company and had subsequently completed filing with late fees. The authority held the explanation insufficient, imposed the maximum penalty of ₹2,00,000 on the company and ₹50,000 each on two directors, and directed payment and compliance within 90 days, with a right of appeal to the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India, 600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/12-2025/CN/01277 Dated: 07/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 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, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to MULAGUMOODU VICARIATE CATHOLIC NIDHI LIMITED………….
Individual details:
In the matter relating to SAVARIMUTHU SEKHAR ……………….
In the matter relating to DAVIDSON BENJAMIN……………
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – Pursuant to the Ministry vide order dated 04.07.2024 has rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updating of Status by Nidhi) filed by the company M/s. Mulagumoodu Vicariate Catholic Nidhi Limited (vide SRN: R77836211 dated 26.12.2020) 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) r/w Section 179(3)(g) of the Companies Act, 2013 and rules made thereunder for the financial year ending on 31.03.2022
117. Resolutions and Agreements to be Filed;
(3) The provisions of this section shall apply to
(g) resolutions passed in pursuance of sub-section (3) of section 179
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 report;
Pursuant to said order, it is noticed that the subject company has filed the e-form MGT-14 vide SRN AB4632752 dated 14.06.2025 for Board Resolution passed for approval of Annual accounts for financial year 2021-2022 (02.09.2022 to 14.06.2025) with delay of 1017 days. Hence the company and its directors are liable under Section 450 of the Companies Act, 2013
2. The Adjudicating Authority had issued notice for e-Adjudication on 06.10.2025. The Company vide letter dated 21.10.2025, submitted that they considered that filing of Form MGT-14 is not required for our Nidhi Company and further submitted that as on date they have filed Form MGT-14 for all the years with the appropriate late fees. They had furnished the clarification to the Assistant Director, Ministry of Corporate Affairs on receipt of rejection letter dated 22.07.2024 and that the Assistant Director did not give an opportunity of condoning the omission and further submitted not to levy any penalty against the Company and every officer of the Company u/s 117(2) for the omission.
E. Order:
1. The Ministry vide order dated 04.07.2024 had rejected the Form NDH-4 filed by the Company M/s. Mulagumoodu Vicariate Catholic Nidhi Limited Stating that the Company has not filed Form MGT-14 for the 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 31.03.2022. In view of the above, it is noticed that the subject company has filed the e-form MGT-14 vide SRN AB4632752 dated 14.06.2025 for Board Resolution passed for approval of Annual accounts for financial year 2021-2022 (02.09.2022 to 14.06.2025) with delay of 1017 days. Accordingly, the Company and its officers in default are liable for action under Section 450 of the Companies Act, 2013.
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 | MULAGUMOODU VICARIATE CATHOLIC NIDHI LIMITED having CIN as U65991TN1995P LC030938 | 200000 | 0 | 200000 | |
| 2 | SAVARIMUTHU SEKHAR having DIN as 07559450 |
50000 | 0 | 50000 | |
| 3 | DAVIDSON BENJAMIN having DIN as 02897454 |
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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
