The Registrar of Companies, Chennai imposed penalties on Thirumalai Thirumal Nidhi Limited and its director for delayed filing of Form MGT-14 relating to board resolutions approving financial statements and the Board’s Report for FY 2022-23. The company filed the form on 9 August 2024 with a delay of 313 days, violating Section 117(1) read with Section 179(3)(g) of the Companies Act, 2013. The non-compliance was detected after the Ministry rejected the company’s NDH-4 application, observing failure to file MGT-14 within the prescribed timeline. The company argued that limited staff strength, alleged economic offences by a former director, and prolonged litigation before various judicial forums caused the delay. However, the adjudicating authority held that such explanations did not excuse statutory non-compliance. Penalties of ₹41,300 each were imposed on the company and the officer in default under Section 117(2), with directions to pay within 90 days.
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/02091 Dated: 12/05/2026
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. 698(E) dated 10/02/2026 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 THIRUMALAI THIRUMAL NIDHI LIMITED [herein after known as Company] bearing CIN U65991TN1996PLC034825, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FAWAAS COMPLEX,99/A-10,THALAYARI STREET, PATTUKKOTTAI,THANJAVUR NA 614 601 TAMIL NADU INDIA 614601
Individual details:
In the matter relating to THANGAVEL JOTHIRAJAN ——
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 letter dated 15.07.2024 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. THIRUMALAI THIRUMAL NIDHI LIMITED (vide SRN: T08757080 dt. 15.03.2021). Wherein it was stated that the company has not filed form MGT-14 for approval of accounts for the financial year ending 31.03.2023 which is in non -Compliance of section117 (1) r/w 179(3) of companies Act, 2013.
Section 117 and Section 179 read as follows;
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 5&7[thirty days] of the passing or making thereof in such manner and with such fees as may be prescribed
(3) The provisions of this section shall apply to-
(g) Resolutions passed in pursuance of sub-section (3) of section 179
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;
On perusal of the said rejection letter and relevant forms, it is noticed that the subject Company has filed the form MGT-14 for financial ended year 31.03.2023 vide SRN AA9630096 dated 09.08.2024 with a delay of 313 days, which violates section117(1) r/w 179(3) of the companies Act, 2013. Hence, the Company and its officers in default are liable for penalty under section 117(2) of the companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03867 on 05.03.2026. The vide letter dated 19.03.2026 submitted that due to limited staff strength and the inherent nature of the economic offence conducted by one of the past director Mr. T. Shanmuganathan and the protracted legal battle before multiple judicial forums, they could not complete the Statutory filings in time.
Further the Adjudicating Authority has scheduled e-hearing on 25.03.2026 and 06.04.2026. Mrs. Narasimhan Srividhya, authorized representative attended the e-hearing scheduled on 06.04.2026 and made submissions that the violation may be adjudicated by imposing lessor penalty.
E. Order:
1. The Company M/s. THIRUMALAI THIRUMAL 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 filed Form MGT-14 for approval of accounts and Directors report for financial year ending 31.03.2023 vide SRN AA9630096 on 09.08.2024 with a delay of 313 days. 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 | THIRUMALAI THIRUMAL NIDHI LIMITED having CIN as U65991TN1996P LC034825 | 41300 | 0 | 200000 | |
| 2 | THANGAVEL JOTHIRAJAN having DIN as 00275047 | 41300 | 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
