The Ministry of Corporate Affairs through the Registrar of Companies Chennai passed an adjudication order dated March 3, 2026 under Section 454 of the Companies Act, 2013 for violation of Section 92(5) relating to delayed filing of the annual return. The company failed to file its annual return in Form MGT-7 for the financial year 2022–23 within the statutory time prescribed under Section 92(4). Although the annual return was eventually filed on August 1, 2024, it was delayed by 245 days beyond the due date. The company submitted that the delay occurred due to an inadvertent procedural lapse without any mala fide intention and requested leniency. After examining the records and submissions made during the e-hearing, the adjudicating authority concluded that the company and its officers were liable for penalty under the Act. Accordingly, a penalty of ₹34,500 each was imposed on the company and its four directors, with payment required 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/02-2026/CN/01694 | Dated: 03/03/2026
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. 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 SRI NARAYANI BENEFIT FUND NIDHI LIMITED [herein after known as Company] bearing CIN U74999TN2012PLC087200, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 24 SAMU MUTHALI STREET NEAR NEELA THEATRE NA PATTUKKOTAI TAMIL NADU INDIA 614601
Individual details:
In the matter relating to NARAYANASAMY THIYAGARAJAN……….
In the matter relating to ASHOKAN SABARINATHAN……..
In the matter relating to . DEVI……….
In the matter relating to . MURUGANANTHAN…..
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 order dated 26.07.2024 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. SRI NARAYANI BENEFIT FUND NIDHI LIMITED (vide SRN: R94662483 dt. 03.02.2021) wherein it was mentioned that the company has not filed Form MGT-7 for the year ending 31.03.2023 (2022-2023) which is a violation under Section 92 of the Companies Act, 2013.
Section 92(4) – 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.
Pursuant to said order, it is noticed that the subject company has filed the e-form MGT-7 vide SRN: F97104111 dated 01/08/2024 for the financial year 2022-23 with a delay of 245 days (from 30.11.2023 to 31.07.2024). Hence the company and its directors are liable for action under section 92(5) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication on 29.12.2025 (vide SCN/ADJ/12-2025/CN/03149). The Company (vide letter dated 12.01.2026) submitted that it has occurred due to an inadvertent and unintentional procedural lapse. The delay was neither wilful nor deliberate and said that there was no mala fide intention to violate the provisions of the Act, and the default was purely technical in nature. Therefore, the company and its directors have humbly requested to take lenient view and impose the minimum penalty as it deems fit under the provision of the Act.
Further the Adjudicating Authority has issued notice for e-hearing on 16/02/2026 for hearing scheduled on 20/02/2026. The Practicing Company Secretary Mr. R. Satheesh Kumar (Membership No. F10945, COP No. 24139),the authorized representative attended the e-hearing scheduled on 20/02/2026 and made submissions that the violation may be
adjudicated by imposing lesser penalty.
E. Order:
1. Upon perusal of the Ministry’s letter and relevant forms, it is noticed that the company has filed e-Form MGT-7 vide SRN: F99104111 dated 01.08.2024 for the financial year 2022-23 with a delay of 245 days, which exceeds the prescribed time mandated under section 92(4) of the Companies Act, 2013. In view of the above, it is evident that the subject company and its 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 | SRI NARAYANI BENEFIT FUND NIDHI LIMITED having CIN as U74999TN2012P LC087200 | 34500 | 0 | 200000 | |
| 2 | NARAYANASAM Y THIYAGARAJAN having DIN as 07985626 | 34500 | 0 | 50000 | |
| 3 | ASHOKAN SABARI NATHAN having DIN as 10391654 | 34500 | 0 | 50000 | |
| 4 | . DEVI having DIN as 10391687 | 34500 | 0 | 50000 | |
| 5 | . MURUGANANTH AN having DIN as 10391707 | 34500 | 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
