The Registrar of Companies, Chennai passed an adjudication order dated January 8, 2026, under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 450 arising from non-compliance with Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The violation stemmed from the company’s failure to disclose the occupation of allottees in the list attached to Form PAS-3, which had earlier resulted in rejection of Form NDH-4 by the Ministry on July 18, 2024. Following directions to initiate adjudication, show cause notices were issued and an e-hearing was conducted through an authorised practicing company secretary. Upon examination, the Adjudicating Officer concluded that the omission constituted a contravention for which no specific penalty is provided elsewhere, thereby attracting Section 450. Penalties of ₹10,000 each were imposed on the company and its two directors, with directions to rectify the default and pay the penalty within 90 days, along with statutory appeal rights.
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/12-2025/CN/01272 | Dated: 08/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 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 KARPAGAMOORTHY BENEFIT FUND NIDHI LIMITED __________
Individual details:
In the matter relating to. KASIVISWANATHAN ________________
In the matter relating to. BALASUBRAMANIAN ________________
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention 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 or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – Ministry vide order dated 18.07.2024 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. Karpagamoorthy Benefit Fund Nidhi Limited (vide SRN: R94822954 dt 03.02.2021) wherein it was mentioned that the company has not mentioned the occupation of allotees in the list of allotees attached with Form PAS-3 (SRN T76462159) filed, in MCA system, resulting in violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014.
12 Return of Allotment. 12(2) There shall be attached to the Form PAS-3 a list of allottees stating their names, address, occupation, if any, and number of securities allotted to each of the allottees and the list shall be certified by the signatory of the Form PAS-3 as being complete and correct as per the records of the company.
Pursuant to the said order, it observed the subject company has violated the Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, the company and its director is liable under Section 450 of the Companies Act, 2013
2. The adjudicating authority issued show cause notice on 22.09.2025, to which the company & its directors in their reply letters have acknowledged the receipt of the e-adjudication notice and its seriousness, and have requested an opportunity to present the case through a Practicing Company Secretary and assured full cooperation.
Further, the adjudicating authority issued notice on 12.11.2025 for e-hearing on 18.11.2025. The company have authorized Mr. R. Satheesh Kumar, Practicing Company Secretary (Membership No. F10945, COP No. 24139) to represent the company in the e-hearing. The authorized representative appeared for the e-hearing and have duly made their submissions.
E. Order:
1. The Ministry vide order dated 18.07.2024, has rejected Form NDH-4 filed by the Company M/s. Karpagamoorthy Benefit Fund Nidhi Limited vide SRN: R94822954 dated 03.02.2021 due to non-disclosure of the occupation of allottees in the list of allottees attached with Form PAS-3 filed on the MCA portal as mandated under Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Pursuant to this, the Ministry has directed ROC, Chennai to commence adjudication proceedings against the company for the said violation. In compliance, Adjudication proceedings was initiated and notice of hearing was issued. During the Adjudication proceedings, it has become evident that there is violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Consequently, the company and its officers in default are liable for penal action under Section 450 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 | KARPAGAMOOR THY BENEFIT FUND NIDHI LIMITED having CIN as U74990TN2010P LC076679 | 10000 | 0 | 200000 | |
| 2 | KASIVISWANAT HAN having DIN as 08082987 | 10000 | 0 | 50000 | |
| 3 | BALASUBRAMA NIAN having DIN as 08639177 | 10000 | 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
