The Registrar of Companies, Chennai, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, imposed penalties for violation of Section 39(5) of the Act read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company allotted 1,30,000 equity shares of ₹10 each on a rights basis on 10 March 2023. However, the return of allotment in Form PAS-3, which must be filed within 30 days of allotment, was submitted to the Registrar only on 15 May 2023. This resulted in a delay of 35 days beyond the prescribed time limit. The company filed a suo-motu adjudication application stating that the delay occurred inadvertently and without any wilful or mala fide intent. After issuing a show cause notice and conducting an e-hearing, the adjudicating authority concluded that the delayed filing constituted a violation of statutory requirements. Consequently, penalties of ₹35,000 each were imposed on the company and one officer in default under Section 39(5).
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/01711 | Dated: 05/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 39(5) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/20155 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……..
In the matter relating to BAKTHAVATHSALAM VENKATAKRISHNAN….
In the matter relating to NARAYANAN VENKATESAN……..
C. Provisions of the Act:
In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.
D. Facts 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 Section 39 of Companies Act, 2013 read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules, 2014, which read as follows:
39. Allotment of Securities by Company
(4) Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed.
12 Return of Allotment.
(1) Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.
The Applicant submitted that the Company allotted 1,30,000 equity shares at a face value of Rs.10 each on Rights Basis on 10.03.2023. However, the company filed e-Form PAS-3 vide SRN: AA2450250 with the Registrar of Companies on 15.05.2023 with a delay of 35 days, beyond the 30 days limit prescribed under Section 39 of Companies Act, 2013 read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules, 2014.
Hence, the Company has violated the Section 39 of Companies Act, 2013 read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules, 2014. Therefore, the Company and its officers in default are liable for action under Section 39(5) of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication vide SCN/ADJ/12-2025/CN/03230 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 willful 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 the Company allotted 1,30,000 equity shares at a face value of Rs.10 each on Rights Basis on 10.03.2023. However, the company filed e-Form PAS-3 vide SRN: AA2450250 with the Registrar of Companies on 15.05.2023 with a delay of 35 days, beyond the 30 days limit prescribed under Section 39 of Companies Act, 2013 read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules, 2014.
In view of the above, it is evident that the Company has violated the Section 39 of Companies Act, 2013 read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules, 2014. Therefore, the Company and its Whole-Time Directors are liable for penalty under Section 39(5) 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 | 35000 | 0 | 100000 | |
| 2 | PARTHIBAN NALINI having DIN as 09794335 | 35000 | 0 | 100000 | |
| 3 | BAKTHAVATHSA LAM VENKATAKRISH NAN having DIN as 09794336 | 0 | 0 | 100000 | |
| 4 | NARAYANAN VENKATESAN having DIN as 09794337 | 0 | 0 | 100000 |
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
