The Registrar of Companies, Chennai, under the Ministry of Corporate Affairs, adjudicated penalties under Section 454 of the Companies Act, 2013 for non-compliance attracting Section 450. The proceedings arose after rejection of Form NDH-4 because the company failed to file Form MGT-14 for the Board resolution approving financial statements for FY ending 31 March 2021, as mandated under Sections 117(3)(g) read with 179(3)(g). Following show-cause notice, an e-hearing was conducted through an authorized Practicing Company Secretary. The adjudicating authority concluded that the lapse constituted a contravention for which no specific penalty is prescribed elsewhere, thereby invoking Section 450. Consequently, the company was penalized ₹2,00,000, and each of the two directors ₹50,000, without additional per-day penalties, subject to statutory caps. The order directs rectification and payment within 90 days via the MCA e-adjudication portal, mandates personal payment by officers from their own sources, provides a 60-day appeal window to the Regional Director, and cautions about consequences for non-payment under Section 454(8).
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/01273 Dated: 08/01/2026
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 KARPAGAMOORTHY BENEFIT FUND NIDHI LIMITED……….
Individual details:
In the matter relating to . KASIVISWANATHAN……….
In the matter relating to . BALASUBRAMANIAN……….
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 – Ministry vide order dated 18.07.2024 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 M/s. Karpagamoorthy Benefit Fund Nidhi Limited (vide SRN: R94822954 dt 03.02.2021) 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 31.03.2021 .
Section 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.
Section 179 of the Companies Act, 2013 – Powers of Board
179(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;
2. This is resulting a violation of Section 117(3)(g) r/w Section 179(3)(g) of the Companies Act, 2013. Hence the company its directors are liable under section 450 of the Companies Act, 2013 The adjudicating authority issued show cause notice on 22.09.2025, to which the company & its directors in their reply letters have acknowledged the receipt of the e-adjudication notice and its seriousness, and have requested an opportunity to present the case through a Practicing Company Secretary and assured full cooperation.
Further, the adjudicating authority issued notice on 12.11.2025 for e-hearing on 18.11.2025. The company have authorized Mr. R. Satheesh Kumar, Practicing Company Secretary (Membership No. F10945, COP No. 24139) to represent the company in the e-hearing. The authorized representative appeared for the e-hearing and have duly made their submissions.
E. Order:
1. The Ministry vide order dated 18.07.2024, has rejected Form NDH-4 filed by M/s. Karpagamoorthy Benefit Fund Nidhi Limited on 03.02.2021 on the ground that the company had not filed Form MGT-14 with the Registrar of Companies for the Board Resolution approving the accounts, as required under Section 117(3)(g) read with Section 179(3)(g) of the Companies Act, 2013. Consequently, the Ministry directed initiation of appropriate action for the said non-compliance and upon initiating such adjudication proceedings it was noticed that, the company has violated Section 117(3)(g) read with Section 179(3)(g) and hence the company along with its officers in default are liable for penalty 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 | KARPAGAMOOR THY BENEFIT FUND NIDHI LIMITED having CIN as U74990TN2010P LC076679 | 200000 | 0 | 200000 | |
| 2 | KASIVISWANAT HAN having DIN as 08082987 | 50000 | 0 | 50000 | |
| 3 | BALASUBRAMA NIAN having DIN as 08639177 | 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
