The Registrar of Companies, Chennai, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for non-compliance with statutory filing requirements. The company failed to file Form MGT-14 for board resolutions approving financial statements and the Board’s report for the financial year ending March 31, 2022, as required under Sections 117(3)(g) and 179(3)(g). Despite notice and an opportunity for hearing, the company and its directors neither rectified the default nor appeared, leading to ex-parte proceedings. The authority held that such non-filing constituted a continuing contravention attracting penalties under Section 450. Accordingly, a penalty of ₹2,00,000 was imposed on the company and ₹50,000 each on its defaulting officers. The order directed rectification within 90 days and specified that penalties must be paid personally by officers. It also provided for appeal within 60 days and warned of further consequences for non-compliance.
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/04-2026/CN/02062 Dated: 30/04/2026
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 SHRI SHANMUGAM-DHANAKODI NIDHI LIMITED [herein after known as Company] bearing CIN U65991TN1994PLC027778, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO.107/42, ROOM NO.3, SINGANNA CHETTY STREET, CHINTADRIPET NA CHENNAI CHENNAI TAMIL NADU INDIA 600002
Individual details:
In the matter relating to . GURUNATHAN ——-
In the matter relating to . THIRUMARAN ——–
In the matter relating to THANGAVEL SUBRAMANIYAN ELUMALAI ——
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 – The Ministry vide order dated 16.07.2024 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 SHRI SHANMUGAM-DHANAKODI NIDHI LIMITED (vide SRN: T08675480 dt. 14.03.2021) wherein it was mentioned that the company has not filed Form MGT-14 for filing 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, 31.03.2022.
Section 117(3)(g) ? The provisions of this section shall apply to?resolutions passed in pursuance of sub-section (3) of section 179
Section 117(3)(g)-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: ?to approve financial statement and the Board?s report;
Pursuant to the above said order, it observed that the subject company has violated the section 117(3)(g) read with Section 179(3)(g) of the Companies Act, 2013. Hence the company and its officers in default are liable for action under section 450 of the Companies Act, 2013. for the violation of Section 117(3)(g) read with Section 179(3)(g)
2. The Adjudicating Authority had issued notice for e-Adjudication for default under Section 117(2) of the Companies Act, 2013 vide SCN/ADJ/12-2025/CN/03133 on 31.12.2025. The Company vide mail dated 20.02.2026 submitted that the Company had operated up to Financial Year 31.03.2016 and after that operated only during the Financial year 2019-20 with the hope of doing operation and due to health issues of the Directors of the Company, no operation was carried out in the Company from 01.04.2020.
Further, the Adjudicating Authority had issued notice for e-hearing scheduled on 27.03.2026. Neither the Directors nor their authorized representatives attended the e-hearing scheduled on 27.03.2026. Therefore, as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E. Order:
1. The Company M/s. SHRI SHANMUGAM-DHANAKODI NIDHI LIMITED being a Nidhi Company must file Form MGT-14 for Board resolutions passed under Section 179(3)(g) for approval of Financial Statement and the Board’s Report within 30 days of passing such resolution. However, the Company has not filed Form MGT-14 for approval of accounts and Directors report for Financial year ending 31.03.2022 till date. In this regard, the Company has violated Section 179(3)(g) read with Section 117 of Companies Act, 2013 and therefore, the Company and the officers in default are liable for penalty under Section 117(2) 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 | SHRI SHANMUGAM-DHANAKODI NIDHI LIMITED having CIN as U65991TN1994P LC027778 | 200000 | 0 | 200000 | |
| 2 | . GURUNATHAN having DIN as
08575931 |
50000 | 0 | 50000 | |
| 3 | . THIRUMARAN having DIN as
08744645 |
50000 | 0 | 50000 | |
| 4 | THANGAVEL SUBRAMANIYAN ELUMALAI having DIN as 09004875 | 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
