The Registrar of Companies, Chennai imposed penalties on Thirumalai Thirumal Nidhi Limited and its director for delayed filing of the annual return in Form MGT-7 for FY 2022-23 under Section 92 of the Companies Act, 2013. The company filed the annual return on 17 April 2025 with a delay of 513 days beyond the statutory due date. The non-compliance came to light after the Ministry rejected the company’s NDH-4 application due to failure in filing statutory returns and financial statements. The company explained that the delay was caused by shortage of staff, alleged economic offences by a former director, and prolonged legal proceedings before multiple forums. However, the adjudicating authority held that such operational difficulties did not exempt the company from statutory filing obligations. Consequently, penalties of ₹61,300 were imposed on the company and ₹50,000 on the officer in default under Section 92(5), 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/02090 Dated: 12/05/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 92(5) 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:
If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default 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 during which such failure 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.
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 date. 15.03.2021). Wherein, it was stated “it was observed that the company has not filed form MGT-7 and Form AOC-4 for the financial year ending 31.03.2023 which is in non- compliance of section 92 and 137 of companies Act, 2013.”
Section 92(4) of the Companies Act, 2013 states that,
“Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed.”
On perusal of the said rejection letter and relevant forms, it is noticed that the subject Company has filed the form MGT-7 for financial ended year 31.03.2023 vide SRN N30282628 date 17.04.2025 with a delay of 513 days, which violates section 92(4) of the companies Act, 2013. Hence, the Company and its officers in default are liable for penalty under section 92(5) of the companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03859 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. As per section 92(4) of the Companies Act, 2013, every Company should file with the Registrar a copy of the Annual Return, within sixty days from the date on which the Annual General meeting is held or should have been held. However, the Company has filed MGT-7 for the financial year ending 31.03.2023, vide SRN N30282628 dated 17.04.2025, with a delay of 513 days. In this regard, the Company has violated Section 92(4) of Companies Act, 2013 and therefore, the Company and the officers in default are liable for penalty under Section 92(5) 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 | 61300 | 0 | 200000 | |
| 2 | THANGAVEL JOTHIRAJAN having DIN as 00275047 | 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
