The Registrar of Companies, Chennai, has imposed penalties on M/s. Arradiyaa Global Benefits Nidhi Limited and its directors for failing to file a Board resolution approving financial statements as required under Section 117 of the Companies Act, 2013. Despite repeated notices, the company did not submit the required filing (Form MGT-14) for the financial year ending on March 31, 2020, which should have been completed by December 31, 2020. As a result, the company and its directors have been penalized for 1,195 days of non-compliance. The total penalty imposed is Rs. 1,29,500 on the company and Rs. 50,000 on each director. The company and its directors have 90 days to pay the penalties online and can appeal the order within 60 days. Failure to comply may result in additional fines and possible imprisonment for the responsible officers under Section 454(8) of the Companies Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/ARRADIYAA /ADJ/S.117/2024 DATE: 24 MAY 2024
ADJUDICATION ORDER UNDER SECTION 117 OF THE COMPANIES ACT, 2013
READ WITH SECTION 179 (3)(g) OF THE COMPANIES ACT READ WITH SECTION 454 OF THE
COMPANIES ACT AND IN THE MATTER OF WS.ARRADIYAA GLOBAL BENEFITS
NIDHI LIMITED
1. Appointment of Adjudicating Officer:-
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Arradiyaa Global Benefits Nidhi Limited with CIN: U65999TN2919PLC127766 (herein after referred as company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at No. 151, Amman Complex Puttu Thoppu Road, Madurai, Tamil Nadu 625016. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Information |
| 1. | Company’s Status | Active |
| 2. | Filing Position | 31.03.2020 |
| 3. | Paid up Capital | Rs.5,00,000/- |
| a. Revenue from Operation | NIL | |
| b. Other Income | Rs.1,20,000/- | |
| c. Profit for the Period | Rs.11,586/- | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No . |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors during the period of Violation
| S. No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Selvaraj Uma Devi | Director | 27.02.2019 | …. |
| 2. | Selvaraj Senthilkumar | Director | 27.02.2019 | ….. |
| 3. | Nallathambi Kanagarathinam | Director | 27.02.2019 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 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 whichY.be 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 .
(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.]
Section 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;
5. Issue of Adjudication Notice:
The Ministry vide letter dated 29.05.2023 rejected eform NDH-4 (Form for filing an application for a declaration as Nidhi Company or updation of status by Nidhi’s) filed by the company M/s. Arradiya Global Benefits Nidhi Limited. Further, in the said letter it was mentioned that “the company has not filed MGT-14 for Board Resolution passed for approval of accounts with ROC as per Section 117(3)(g) and Section 179 (3)9g) of the Companies Act, 2013 and rules made thereunder for the financial year ending on 31.03.2020”. After that ROC Chennai issued Notice No. Roc/Chn/127766/Nidhi/ Arradiya/SCN/2023 on 04.07.2023 to the company and its directors.
6.Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
7. Adjudication Hearing:
Since no reply has been received from the company and its directors for the notice dated 10.07.2023, the Adjudicating Authority had issued Adjudication Hearing Notice to the company and directors on 04.03.2024 by fixing the hearing date as on 12.03.2024 at 12:30 PM. No response received for the hearing notice dated 12.03.2024. After that the Adjudicating Authority had issued final notice of hearing on 01.04.2024 by fixing hearing on 08.04.2024 at 12:00 Noon Neither the authorized representative of the company nor the Directors attended the hearing on the said date.
None of the representative of the Company or Directors have appeared on the date so fixed. Hence as per Rule 3(8) of Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such persons (ex-parte).
8. Decision
(i) The company being a Nidhi company does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, of imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
(ii) Having considered the facts and circumstances of the case and after taking into account the factors above, it appears that the provisions of Section 117(1) of the companies Act, 2013 has been contravened by the company and its directors in default and therefore they are liable for penalty U/s. 117(2) of the Companies Act, 2013.
(iii) Date of passing of Board resolution for approval of Director’s report for the FY ended on 31st March 2020 was on 02.12.2020. Therefore, due date for filing MGT-14 was on 31.12.2020 (within 30 days from date of passing of Board Resolution), but the company has not filed the MGT-14 yet.
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 2 of Section 117 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
I. FY ENDED ON 31ST MARCH 2020
| Name of person on whom penalty imposed | No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maximum Limit for penalty (Rs) |
Penalty Imposed (Rs) |
| Arradiya Global Benefits Nidhi Limited | 1195 days |
Rs.10,000 + Rs.100 per day
(for continuing |
10,000 + 100 x 1195= 1,29,500 | 2,00,000 | 1,29,500 |
| Selvaraj Uma Devi | 1195 days |
Rs.10,000 + Rs.100 per day
(for continuing |
10,000 + 100 x 1195= 1,29,500 | 50,000 | 50,000 |
| Selvaraj
Senthilkumar |
1195 days |
Rs.10,000 + Rs. 100 per day
(for continuing |
10,000 + 100 x
1195= 1,29,500 |
50,000 | 50,000 |
| Nallathambi Kanagarathinam | 1195 days |
Rs.10,000 + Rs. 100 per day
(for continuing |
10,000 + 100 x 1195= 1,29,500 | 50,000 | 50,000 |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.1,29,500/- (Rupees One lakh twenty nine thousand five hundred) is imposed on the Company and Rs.50,000/- (Rupees fifty thousand) is imposed on the each of the directors as mentioned above. Totally Rs. 2,79,500/- (Rupees Two lakhs seventy nine thousand five hundred) as penalty, amount for the violation of Section 117 for financial year ending on 31st March 2020.
9. The said amount of penalty shall be paid through online by using the website www.mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website www.mca.gov.in] setting forth 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 (Adjudicating of Penalties) Rules, 2014].
11. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(1) Where company fails to comply with the order made under subsection (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
