The Registrar of Companies, Chennai passed an adjudication order under section 454 of the Companies Act, 2013 for violation of section 137(3) relating to delayed filing of financial statements. The company failed to file Form AOC-4 for the financial year ended 31 March 2023 within the prescribed 30-day period after the AGM, resulting in a delay of 393 days. Although the default was eventually rectified by filing AOC-4 on 27 November 2024, this was done after rejection of its NDH-4 application and beyond the statutory relief window under section 454(3). The Adjudicating Officer held that rectification after expiry of the permitted period does not absolve liability. As the company and its officer in default neither rectified the default within time nor appeared for the hearing, penalties were imposed on both the company and the director. The order reiterates that belated compliance does not automatically waive penalties once statutory timelines are breached.
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/01-2026/CN/01454 | Dated: 02/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 137(3) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015appointed 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 RAMESH NIDHI LIMITED [herein after known as Company] bearing CIN
U65991TN1996PLC036129, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at G.B.D TOWERS, S.P. ROAD, NA WALAJABAD KANCHEEPURAM TAMIL NADU INDIA 631605
Individual details:
In the matter relating to . AAKASH RAMESHCHAND_____________________________
C. Provisions of the Act:
(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.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Ministry vide order dated 31.07.2024 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. RAMESH NIDHI LIMITED (vide SRN: T08102741 dt 09.03.2021) wherein it was observed that the company has not filed form AOC-4 for 31.03.2023 resulting violation of Section 137 of the Companies Act, 2013. Provision of Section 137 of the Companies Act, 2013 States that, 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
Pursuant to the above said order, it noticed that the subject company has filed the form AOC-4 vide SRN N20825899 dated 27.11.2024 for financial ended year 31.03.2023 with delay of 393 days (from 31.10.2023 to 26.11.2024). Hence the company and directors are liable under Section 137(3) of the Companies Act, 2013
2. The Adjudicating Authority had issued notice for e-Adjudication on 27.11.2025 for defaults under section 137(3) of the Companies Act, 2013. The company vide letter dated 08.12.2025 submitted that as per Section 454(3) of the Companies Act, 2013, if the default under section 137(2) has been rectified either prior to or within thirty days of issuing the notice by the Adjudicating officer, no penalty shall be imposed, and all proceedings in respect of such default shall be deemed concluded and that the Form AOC-4 had been filed before the issue of show cause notice, along with payment of the applicable fees and additional fees and requested to consider the submission and waive the penalty leviable on the Company, the Directors and Key Managerial Personnel. Further, the Adjudicating Authority had issued notice for e-hearing on 29.12.2025 for e-hearing scheduled on 30.12.2025. Neither the director nor his authorized representative attended the hearing fixed on 30.12.2025, therefore as per Rule 3(8) of Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E.Order:
1. It is observed from the Ministry’s letter, the Company has not filed Form AOC-4 for the Financial Year ending 31.03.2023 within the prescribed time as mandated under Section 137(2) of the Companies Act, 2013. However, it is noticed that the subject Company has filed the Form AOC-4 on 27.11.2024 vide SRN N20825899 for the financial year ending 31.03.2023, with a delay of 393 days. Further, it is observed that the rectification of the said violation has been carried out after the issuance of NDH-4 rejection letter dated 31.07.2024 issued by the Ministry stated that, the Company has not filed MGT-7 and AOC-4 for 31.03.2023. Since, the Company failed to rectify the default within the statutory period provided under Section 454(3) of the Companies Act, 2013, the Company and its officers in default are liable for penalty under Section 137(3) 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 | RAMESH NIDHI LIMITED having CIN as U65991TN1996P LC036129 | 49300 | 0 | 200000 | |
| 2 | . AAKASH RAMESHCHAND having DIN as 06585166 | 49300 | 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
