Heavy Penalty for Delayed MGT-14 Filing: ROC Chennai Order Explained

The Registrar of Companies, Chennai, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, has passed a detailed adjudication order on 07.01.2026 imposing maximum penalties under Section 450 for failure to comply with filing requirements under Section 117(3)(g) read with Section 179(3)(g) of the Companies Act, 2013.

This order concerns a Nidhi company which failed to file Form MGT-14 for a Board Resolution approving annual accounts for the financial year ended 31.03.2021 within the prescribed time. The resultant delay of 1316 days attracted the upper ceiling of monetary penalty on both the company and its directors.

This article dissects the adjudication order, explains the legal framework, and draws compliance lessons for companies and their officers.

Background of the Adjudication Proceedings

Triggering Event: Rejection of Form NDH-4

The chain of events began when the Ministry of Corporate Affairs examined Form NDH-4 (Form for filing application for declaration as Nidhi and for updating of status by Nidhi) filed by the company. The form, bearing SRN R77836211 and dated 26.12.2020, was rejected by the Ministry vide order dated 04.07.2024.

The rejection was specifically on the ground that:

  • The company had not filed Form MGT-14 with the ROC for the Board Resolution approving the financial statements for the financial year ending 31.03.2021.
  • This filing was mandatory pursuant to Section 117(3)(g) read with Section 179(3)(g) of the Companies Act, 2013 and the relevant rules.

Relevant Company and Officers

The proceedings relate to:

  • Company: MULAGUMOODU VICARIATE CATHOLIC NIDHI LIMITED

    • CIN: U65991TN1995PLC030938
    • Registered office: UTHAYATHARAGAI, OPP. MATHAKURUSADY, NA THUCKALAY POST KANYAKUMARI TAMIL NADU INDIA 629175

  • Directors / Officers in default:

    • SAVARIMUTHU SEKHAR – DIN 07559450
    • DAVIDSON BENJAMIN – DIN 02897454

These individuals were considered “officers in default” in the context of the non-filing and consequent contravention.

Power of Adjudicating Officer – Section 454

The Ministry of Corporate Affairs, through Gazette notification S.O. 831(E) dated 24.03.2015, appointed the Registrar of Companies, Chennai, as Adjudicating Officer under Section 454 of the Companies Act, 2013. The appointment is read with the Companies (Adjudication of Penalties) Rules, 2014, empowering the ROC to impose penalties for contraventions under the Act where adjudication is prescribed.

Substantive Default – Non-filing under Section 117(3)(g) read with Section 179(3)(g)

The core non-compliance relates to failure to file Form MGT-14 in respect of a Board Resolution. The provisions are:

  • Section 117 – Resolutions and Agreements to be Filed

    • Sub-section (3) specifies categories of resolutions that must be filed with the Registrar.

    • Clause (g) thereof provides that the section applies to:

      “resolutions passed in pursuance of sub-section (3) of section 179”

  • Section 179(3)(g) – Powers of Board

    • This provision mandates that the Board of Directors shall exercise certain powers by way of resolutions passed at Board meetings, including:

      “to approve financial statement and the Board’s report;”

Consequently, any Board Resolution approving financial statements and the Board’s Report must be filed with the ROC in Form MGT-14 under Section 117(3)(g) read with Section 179(3)(g).

Residual Penalty Provision – Section 450

Section 450 of the Companies Act, 2013 applies where a contravention occurs for which no specific penalty is elsewhere provided in the Act. It states that if a company, its officer, or any other person breaches a provision of the Act or rules, or any condition of an approval/sanction/consent etc., and a separate penalty is not prescribed, then: