ROC Penalty for 274-Day Delay in Filing Financial Statements: Analysis of Thirumalai Thirumal Nidhi Limited Order

The Registrar of Companies, Chennai has imposed monetary penalties on Thirumalai Thirumal Nidhi Limited and its director for delayed filing of financial statements in Form AOC-4 for the financial year ending 31.03.2023. The order, passed under Section 454 of the Companies Act, 2013, highlights the strict approach adopted by the Ministry of Corporate Affairs (MCA) towards non-compliance with statutory filing requirements, particularly under Section 137.

This analytical write-up recasts the adjudication order in simple terms, explains the underlying legal provisions, and distils the practical compliance takeaways for companies and their officers.

Background of the Proceedings

Trigger for Regulatory Action

The issue came to the notice of the MCA during the examination of Form NDH-4 filed by Thirumalai Thirumal Nidhi Limited for declaration as a Nidhi company and for updating of its status. The Ministry, through its communication dated 15.07.2024, rejected the Form NDH-4 (filed vide SRN: T08757080 dated 15.03.2021).

In the rejection communication, the Ministry categorically noted that the company had:

  • Not filed Form MGT-7 for the financial year ending 31.03.2023, in contravention of Section 92, and
  • Not filed Form AOC-4 for the same financial year within the prescribed time, in violation of Section 137.

Subsequent review established that Form AOC-4 for FY 2022-23 (financial year ending 31.03.2023) was eventually filed on 01.08.2024 (SRN: F97114961), much beyond the mandated timeline.

Company and Officer Details

The proceedings relate to:

  • Company: THIRUMALAI THIRUMAL NIDHI LIMITED

    • CIN: U65991TN1996PLC034825
    • Registered Office: FAWAAS COMPLEX, 99/A-10, THALAYARI STREET, PATTUKKOTTAI, THANJAVUR NA 614 601, TAMIL NADU, INDIA 614601

  • Officer in Default:

    • THANGAVEL JOTHIRAJAN, having DIN 00275047

These details are as recorded in the adjudication order of the Registrar of Companies, Chennai.

Obligation to File Financial Statements – Section 137

Section 137(1) of the Companies Act, 2013 mandates that:

A company must file with the Registrar a copy of its financial statements (including consolidated financial statements, wherever applicable) together with all documents required to be attached to such financial statements, within thirty days of the date of its annual general meeting (AGM).
If the AGM is not held, the financial statements are still required to be filed within the prescribed period, as if the AGM had been held.

In this case, the ROC concluded that the financial statements for the year ended 31.03.2023 were not filed within the statutory period, and instead were filed with a delay of 274 days.

Penalty for Default – Section 137(3)

The adjudicating officer has reproduced and applied Section 137(3), which provides that:

  • If a company fails to file the financial statements under Section 137(1) or Section 137(2) within the stipulated time:

    • The company is liable to:
      • A penalty of ₹10,000, and
      • In case of continuing failure, a further penalty of ₹100 per day during which such failure continues,
      • Subject to a maximum of ₹2,00,000.

  • The following individuals are also liable:

    • Managing Director and Chief Financial Officer, if any, and
    • In their absence, any other director assigned with compliance responsibility by the Board, and
    • In the absence of such specific assignment, all directors of the company.

    Each such officer in default is liable to:

    • A penalty of ₹10,000, and
    • In case of continuing failure, a further penalty of ₹100 per day after the first day of default,
    • Capped at a maximum of ₹50,000.

In the instant case, the ROC has invoked this provision to determine the quantum of penalty on both the company and the director in default.

Adjudicating Authority – Section 454

The order is passed under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014. By Gazette Notification No. S.O.