Musiri Kamadhenu Nidhi Limited v. Union of India, Rep. by its Secretary, Ministry of Corporate Affairs, New Delhi
2026-01-07
KRISHNAN RAMASAMY
body2026
DigiLaw.ai
ORDER : 1. These Writ Petitions have been filed challenging the order dated 26.08.2025 passed by the third respondent / Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai, confirming the order dated 12.12.2024 passed by the second respondent / Registrar of Companies, Chennai. 2. The learned counsel appearing for the petitioners would submit that, in the present cases, the default committed by the petitioners, according to the respondents was that the petitioners have not filed E-form MGT-14 regarding Board Resolution passed for approval of Finance Statement for the Financial Years 2016-17 to 2020-21; Auditor's Report was not attached along with Financial Statement filed by the Company in AOC-4 for the Financial Year 2017-18 and Board Report and Financial Statement attached along with AOC-4 for the Financial Years 2016-17 and 2017-18 were not signed by the Directors. According to the learned counsel, all the particulars, including the Board Resolution and Auditor's Report were furnished to the Chartered Accountant and the petitioners entrusted the work with the Chartered Accountant to upload them in portal. However, due to inadvertent omission on the part of the Chartered Accountant, the error occurred. Though show cause notice was issued by the second respondent, the petitioners were not in a position to file the documents because they have given instructions to their Chartered Accountant. The petitioners preferred appeals before the third respondent and the third respondent failed to consider their submissions. The learned counsel would submit that the entire business of the petitioner Company was closed in the year 2021-22 and to that extent, E-form NDH-3 was also filed to the respondents. Therefore, at present, the petitioner Company is not carrying on any business. Under such circumstances, for no fault on the part of the petitioners, maximum amount of penalty has been levied by the respondents and due to the same the petitioners were put to an irreparable hardship. He therefore, prayed that some leniency may be shown to the petitioners and penalty may be reduced. 3. The learned Central Government Standing Counsel appearing for the respondents would submit that taking into consideration of the aspect that the petitioner Company has closed down their business, if at all this Court is inclined to reduce the penalty, a little penalty may be reduced. 4. I have given due consideration to the submissions made on either sides. 5.
3. The learned Central Government Standing Counsel appearing for the respondents would submit that taking into consideration of the aspect that the petitioner Company has closed down their business, if at all this Court is inclined to reduce the penalty, a little penalty may be reduced. 4. I have given due consideration to the submissions made on either sides. 5. As far as W.P.(MD)No.35082 of 2025 is concerned, it relates to non-filing of E-form MGT-14 regarding Board Resolution passed for approval of Finance Statement for the Financial Years 2016-17 to 2020-21. It is not the case of the respondents that the Board Resolution was not approved. According to the petitioners, they have duly furnished the Board Resolution to the Chartered Accountant. However, the Chartered Accountant failed to upload the same in the portal. Anyhow, the entire liability of the petitioners cannot be absolved, as it is their ultimate responsibility to make sure all the documents are uploaded accordingly. However, when the duty is also caste upon the Chartered Accountant to upload the documents, this Court is of the view that imposing huge penalty of Rs.14,50,000/- on the petitioners is not correct. In view of the same and in view of the fact that the petitioner Company has closed down its business, this Court is inclined to modify the penalty as follows: (i) The penalty levied as against the Company to the extent of Rs.2,00,000/- for the Financial Years 2016-17 to 2020-21 each stands reduced to Rs.10,000/- for the Financial Years 2016-17 to 2020-21 each. (ii) The penalty levied as against the three directors to the extent of Rs.50,000/- each for the Financial Year 2016-17 is reduced to Rs.5,000/- each. (iii) The penalty levied as against the three directors to the extent of Rs.50,000/- each for the Financial Year 2017-18 is reduced to Rs.5,000/-each. (iv) The penalty levied as against the director to the extent of Rs.50,000/- for the Financial Year 2018-19 is reduced to Rs.5,000/-. (v) The penalty levied as against the director to the extent of Rs.50,000/- for the Financial Year 2019-20 is reduced to Rs.5,000/-. (vi) The penalty levied as against the director to the extent of Rs.50,000/- for the Financial Year 2020-21 is reduced to Rs.5,000/-. 6. Thus, as far as W.P.(MD)No.35082 of 2025 is concerned, the total penalty levied for the Financial Years 2016-17 to 2020-21 to the extent of Rs.14,50,000/- stands reduced to Rs.95,000/-. 7.
(vi) The penalty levied as against the director to the extent of Rs.50,000/- for the Financial Year 2020-21 is reduced to Rs.5,000/-. 6. Thus, as far as W.P.(MD)No.35082 of 2025 is concerned, the total penalty levied for the Financial Years 2016-17 to 2020-21 to the extent of Rs.14,50,000/- stands reduced to Rs.95,000/-. 7. As far as W.P.(MD)No.35086 of 2025 is concerned, it appears that the Auditor's Report was not attached along with Financial Statement filed by the Company in AOC-4 for the Financial Year 2017-18. It is true that, though the petitioners have entrusted the work with the Chartered Accountant, the responsibility lies with the petitioners and it cannot be absolved. However, considering the fact that the petitioners have duly furnished the Auditor's Report to the Chartered Accountant and duty is also caste upon the Chartered Accountant to file the documents, this Court is of the opinion that the penalty of Rs.4,50,000/- imposed on the petitioners is on the higher side. Therefore, this Court is inclined to modify the penalty as follows: (i) The penalty levied as against the Company to the extent of Rs.3,00,000/- stands reduced to Rs.40,000/-. (ii) The penalty levied as against the three directors to the extent of Rs.50,000/- each stands reduced to Rs.5,000/- each. 8. Thus, as far as W.P.(MD)No.35086 of 2025 is concerned, the total penalty levied for the Financial Year 2017-18 to the extent of Rs.4,50,000/-stands reduced to Rs.55,000/-. 9. As far as W.P.(MD)No.35087 of 2025 is concerned, it appears that the Board Report and Financial Statement attached along with AOC-4 for the Financial Years 2016-17 and 2017-18 were not signed by the Directors. Here also, the responsibility of the petitioners cannot be absolved However, considering the fact that the petitioners have duly furnished the Board Report as well as Financial Statement to the Chartered Accountant and it is also the duty of the Chartered Accountant to verify whether signatures are available or not, this Court is of the opinion that the penalty of Rs.9,00,000/- imposed on the petitioners is on the higher side. Therefore, this Court is inclined to modify the penalty as follows: (i) The penalty levied as against the Company to the extent of Rs.3,00,000/- for the Financial Years 2016-17 and 2017-18 each stands reduced to Rs.40,000/- for the Financial Years 2016-17 and 2017-18 each.
Therefore, this Court is inclined to modify the penalty as follows: (i) The penalty levied as against the Company to the extent of Rs.3,00,000/- for the Financial Years 2016-17 and 2017-18 each stands reduced to Rs.40,000/- for the Financial Years 2016-17 and 2017-18 each. (ii) The penalty levied as against the three directors to the extent of Rs.50,000/- each for the Financial Year 2016-17 is reduced to Rs.5,000/- each. (iii) The penalty levied as against the three directors to the extent of Rs.50,000/- each for the Financial Year 2017-18 is reduced to Rs.5,000/-each. 10. Thus, as far as W.P.(MD)No.35087 of 2025 is concerned, the total penalty for the Financial Years 2016-17 and 2017-18 to the extent of Rs.9,00,000/- stands reduced to Rs.1,10,000/-. 11. Accordingly, these Writ Petitions are disposed of. No costs. Consequently, connected Miscellaneous Petitions are closed.