The Registrar of Companies, Chennai, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, passed an order imposing penalties for violation of Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company had passed a special resolution on 13 April 2023 to issue 24,706 equity shares through private placement and circulated the first offer letter in Form PAS-4 on the same date for 2,058 shares. However, the required filing of the special resolution with the Registrar in Form MGT-14 was completed only on 2 May 2023. As Rule 14(8) requires that the offer letter be issued only after filing the relevant resolution with the Registrar, the circulation of the offer letter prior to such filing constituted a violation. The company filed a suo-motu adjudication application and stated that the default occurred inadvertently without any mala fide intent. After adjudication proceedings and hearing, the authority imposed penalties of ₹10,000 each on the company and the officer in default under Section 450.
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/03-2026/CN/01709 | Dated: 05/03/2026
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 SWEET KARAM COFFEE INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U15549TN2022PTC156684, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FIRST FLOOR, PLOT NOS. T.S.130 (NORTHERN SIDE PART), T.S.131 AND T.S.132, THIRU-VI-KA, SIDCO INDUSTRIAL ESTATE, EKKATTUTHANGAL, GUINDY GUINDY INDUSTRIAL ESTATE CHENNAI CITY CORPORATION CHENNAI TAMIL NADU INDIA 600032
Individual details:
In the matter relating to PARTHIBAN NALINI………….
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 l[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 acts about the case:
1. Default committed by the officers in default/noticee – The Company M/s. Sweet Karam Coffee India Private Limited and its directors have filed the GNL-1 e-form and have also submitted a physical Suo-moto adjudication application under Section 454 of the Companies Act, 2013 for the Violation of the Rule 14(8) of Companies (Prospectus and Allotment of Securities) Rules, 2014, which read as follows;
14 Private placement.
(8) A company shall issue private placement offer cum application letter only after the relevant special resolution or Board resolution has been filed in the Registry: Provided that private companies shall file with the Registry copy of the Board resolution or special resolution with respect to approval under clause (c) of subsection (3) of section 179]
The Applicant submitted that during the Financial Year 2023-24, the shareholders of the Company passed a special resolution for issuance of 24,706 Equity shares to Rajagopalan Raghavan on 13.04.2023, through Private Placement Basis. The Company has circulated the first letter of offer with respect to 2,058 Equity shares in Form PAS-4 on 13.04.2023. However, the special resolution passed by the shareholders was filed with the Registrar of Companies in e-Form MGT-14 vide SRN: AA2193750 only on 02.05.2023. It is observed that the Company has circulated the letter of offer to the Investor before filing the resolution with the Registrar of Companies in e-Form MGT-14.
Hence, the Company has violated the Rule 14(8) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Therefore, the Company, its officers in default are liable for action under Section 450 of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication vide SCN/ADJ/12-2025/CN/03239 for defaults under Section 39(5) of the Companies Act, 2013 on 31.12.2025. The Company vide letter dated 12.01.2026 submitted that the default occurred inadvertently and without any wilful or mala fide intent to contravene the provisions of the Act and further requested to take a lenient view of the matter. Further, the Adjudicating authority had issued notice on 11.02.2026 for e-hearing scheduled on 19.02.2026. M/s. M Alagar & Associates, Practicing Company Secretary, Chennai, attended the e-hearing scheduled on 19.02.2026 and made submissions that the violation may be adjudicated by imposing lesser penalty. Further, the Company vide mail dated 19.02.2026 submitted e-Form GNL-3 for Ms. Nalini Parthiban and Mr. T P Anand Bharadwaj (Vide SRN: AA7784505 dated 03.05.2024 and AA7799309 dated 04.05.2024 respectively) designating them as Officer in default of the Company.
E. Order:
1. Upon perusal of the Adjudication Application filed by the Company, it is noticed that, during the Financial Year 2023-24, the shareholders of the Company passed a special resolution for issuance of 24,706 Equity shares to Rajagopalan Raghavan on 13.04.2023, through Private Placement Basis. The Company has circulated the first letter of offer with respect to 2,058 Equity shares in Form PAS-4 on 13.04.2023. However, the special resolution passed by the shareholders was filed with the Registrar of Companies in e-Form MGT-14 only on 02.05.2023. It is noticed that the Company has circulated the letter of offer to the Investor before filing the resolution with the Registrar of Companies in e-Form MGT-14.
In view of the above, it is evident that the Company has violated the Rule 14(8) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Therefore, the Company and its Whole-Time Directors are liable for penalty 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 | SWEET KARAM COFFEE INDIA PRIVATE LIMITED having CIN as U15549TN2022P TC156684 | 10000 | 0 | 200000 | |
| 2 | PARTH I BAN NALINI having DIN as 09794335 | 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
