The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 117(2) read with Section 179(3)(g). The default arose from the company’s failure to file Form MGT-14 within the prescribed 30 days for a Board resolution approving the financial statements and Board’s report for FY 2021–22. Although the resolution was passed on 31.08.2022 and ought to have been filed by 30.09.2022, the company filed MGT-14 only on 13.08.2024, resulting in a delay of 682 days. This non-compliance came to light when the Ministry rejected the company’s NDH-4 application. After issuing notices and granting an opportunity of hearing, the Registrar held that the delay constituted a continuing default under Section 117. Accordingly, penalties were imposed on the company and its officers in default, with directions for payment and compliance within the stipulated period.
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/01150 | Dated: 07/01/2026
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, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to JMBF KUMBAKONAM NIDHI LIMITED______________
Individual details:
In the matter relating to PATTABIRAMAN SAVITHIRI . ______________
In the matter relating to PANCHANATHAM SAKTHIVEL ______________
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 Ministry vide order dated 05.07.2024 has rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updation of Status by Nidhi) filed by the company JMBF Kumbakonam Nidhi Limited (e-form NDH-4 vide SRN: R33066184 dt 14.02.2020) wherein it was mentioned that ? the Company has not filed Form MGT-14 for filing Board Resolution passed for approval of Financial Statements along with documents for the financial year 2021-22, resulting in violation of Section 179(3) (g) read with Section 117 of the Companies Act, 2013.
?117. Resolutions and Agreements 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
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?s report;?
Pursuant to the Ministry?s order, the Adjudicating Authority has issued notice to the company vide Notice no.
F.No.ROC/CHN/Adj/JMBF/2024 dated 30.07.2024. Pursuant to the notice dated 30.07.2024, the present Managing Director Mr. Pattabiraman Sakthivel (DIN 10151077) on behalf of subject company and Mrs. Pattabiraman Savithiri, EX-Managing Director of the company has filed e-form GNL-1 vide SRN: N29878071 dt 29.03.2025 for Adjudication of violation of Section 117 read with Section 179(3)(g) of Companies Act, 2013 and also submitted physical application on 04.04.2025. The applicants submitted that the company has filed the MGT-14 for resolution passed on 31.08.2022 of the board of director approving the financial statement and board?s report for the financial year 2021-22 on 13.08.2024 vide SRN No. AA9753822 . The resolutions passed on 31.08.2022 should have been filed on or before 30.09.2022 were filed after a delay of 682 days.
This results in violation of Section 117 read with Section 179(3)(g) of the Companies Act, 2013 and the company and Officers in default are liable as provided under Section 117(2) of the Companies Act, 2013.
2. The Adjudicating Authority had issued a notice for e-Adjudication on 17.04.2025. The Company through GNL-1 vide SRN:N29878071 dated 29.03.2025 made their submissions. The Applicant submitted that the Company has filed MGT-14 for resolution passed on 31.08.2022 of the Board of Directors approving the Financial Statement and Board’s Report for the Financial Year 2021-22 on 13.08.2024 vide SRN No.AA9753822. The Applicant further submitted that the Resolution passed on 31.08.2022 should have been filed on or before 30.09.2022, but were filed after a delay of 682 days and requested to take a lenient view of the matter and render justice. Further, the Adjudicating Authority had issued notice for e-hearing on 11.08.2025 for hearing scheduled on 28.05.2025. Mr. Sriram Parthasarathy, SPNP & Associates, Practicing Company Secretaries, Chennai, attended the e-hearing fixed on 11.08.2025 and made submissions that the violation may be adjudicated and reduce the penalty amount stated in the e-Adjudication notice.
E.Order:
1. The Ministry vide order dated 05.07.2024 had rejected the Form NDH-4 filed by the Company M/s. JMBF Kumbakonam Nidhi Limited, stating that the Company has not filed Form MGT-14 for filing Board Resolution passed for approval of Financial Statements along with documents for the Financial Year 2021-22, resulting in violation of Section 179(3)(g) read with Section 117 of the Companies Act, 2013. Pursuant to the Ministry’s Order, the Adjudicating Authority had issued a notice to the Company vide Notice No. F.No.ROC/CHN/Adj/JMBF/2024 dated 30.07.2024.
Pursuant to the notice dated 30.07.2024, the present Managing Director and the ex-Managing Director of the Company has filed e-form GNL-1 vide SRN:N29878071 dated 29.03.2025 for Adjudication of violation of Section 117 read with Section 179(3)(g) of the Companies Act, 2013. The Company should have filed MGT-14 on 30.09.2022, but the Company had filed MGT-14 on 13.08.2024 vide SRN No.AA9753822, with a delay of 682 days. This results in violation of Section 117 read with Section 179(3)(g) of the Companies Act, 2013. Therefore, the Company and its Officers in default are liable under Section 117(2) of the Companies Act, 2013.
The 2. 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 | JMBF KUMBAKONAM NIDHI LIMITED having CIN as U65100TN2013P LC090427 | 78200 | 0 | 200000 | |
| 2 | PATTABIRAMAN SAVITHIRI . having DIN as 05301447 | 46500 | 0 | 50000 | |
| 3 | PANCHANATHA
M SAKTHIVEL having DIN as 10151077 |
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
