The Registrar of Companies (ROC), Ernakulam, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties on Integrity Nidhi Limited and its officers for non-compliance with Section 39(4) of the Act read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company had increased its paid-up share capital through further allotment of shares in several financial years but failed to file the mandatory return of allotment in Form PAS-3 within the prescribed time. Scrutiny of MGT-7 filings revealed that PAS-3 was filed only once for allotment made in FY 2021–22, and even that filing was delayed. The ROC rejected the company’s argument that the delay resulted from clerical oversight, emphasizing that statutory compliance is mandatory regardless of intent. Since no specific penalty exists for the violation, the general penalty under Section 450 was invoked. Penalties of ₹70,000 were imposed on the company and ₹50,000 each on two directors, while continuing defaults for earlier years remain open for further action.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ernakulam
Registrar Of Companies, Corporate Bhawan, BMC Road, Thrikkakara, Ernakulam, Kerala, India, 682021
Phone: 0484-2421626/2421310
Fax: 0484-2422327
E-mail: roc.ernakulam@mca.gov.in
Order ID: PO/ADJ/03-2026/EK/01726 | Dated: 09/03/2026
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 thCompanies 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 INTEGRITY NIDHI LIMITED [herein after known as Company] bearing CIN U65929KL2017PLC048462, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at INTEGRITY NIDHI LIMITED ROOM NO V/62 B,PATTAMALI ROAD IRINJALAKUDA NA IRINJALAKUDA THRISSUR KERALA INDIA 680121
Individual details:
In the matter relating to KAIPARAMBIL SHANTY FRANCIS ____________________________
In the matter relating to KALLIKKATT MANOJ RAJAGOPALS ____________________________
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 – 1.The company Integrity Nidhi Limited (hereinafter referred to as the company) had filed Form NDH-4 vide SRN R33661349 dated 21.02.2021, which was rejected vide order dated 18.10.2023, inter alia, on the ground that the company had increased its paid-up share capital through further allotment of shares, as evident from the forms MGT-7 filed, but failed to file the corresponding return of allotment in Form PAS-3.
2.Thereafter, the company filed an application in e-Form GNL-1 vide SRN F96253125 seeking adjudication for violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 read with Section 450 of the Companies Act, 2013.
3. On scrutiny, it is observed from the MGT-7 forms filed for the years 2017, 2018, 2019 and 2022 that the company has been periodically increasing its paid-up share capital, but Form PAS-3 has been filed only once for the allotment made during the year 2022. Since no specific penalty or punishment has been prescribed for the aforesaid default, the provisions of Section 450 of the Companies Act, 2013 (general penalty) are attracted. Accordingly, adjudication proceedings are initiated.
4. In view of the above, the company and its officers in default during the relevant period are held liable for penalty under Section 450 of the Companies Act, 2013. The violation is considered as continuing, since no PAS-3 forms have been filed for the previous allotments referred above.
5. Further, in exercise of the powers conferred under Section 454(3)(b) of the Companies Act, 2013, the company is also directed to rectify the default by furnishing the relevant particulars of all pending returns of allotment through Form GNL-2, in order to bring the records on par.
2. Opportunity for hearing was given.
E. Order:
1. I have carefully considered the written submissions dated 12.01.2026 filed by the Company, and the oral submissions made during the e-hearing conducted on 12.01.2026 in respect to Show Cause Notice dated 24.09.2025.
It is observed from the records that the Company has filed Form PAS-3 only in respect of allotment of 200 equity shares of Rs.10 each made during the Financial Year 2021-22. The said Form PAS-3 was filed beyond the period prescribed under Section 39(4) of the Companies Act, 2013 read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
The Company has contended that the default was attributable to clerical deficiency and bona fide oversight and requested that a lenient view be taken. The submissions have been duly considered. However, compliance with statutory timelines prescribed under the Act is mandatory and the responsibility to ensure accurate and timely filing rests upon the Company and its officers in default. Absence of mala fide intention does not absolve statutory liability once contravention is established.
Since the Form PAS-3 relating to the allotment made during FY 2021-22 has been filed, the default in respect of the said allotment stood regularised upon filing. Accordingly, for the purpose of adjudication, the period of default is confined to the delay reckoned from the due date till the actual date of filing of Form PAS-3 for FY 2021-22.
It is further observed that in respect of allotments made during FY 2017-18, 2018-19, 2019-20 and 2020-21, Form PAS-3 has not been filed at all. Such non-filing constitutes a continuing default under Section 39(4) of the Companies Act, 2013 read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Since the contravention in respect of those allotments is continuing in nature, the same is not being adjudicated in the present order. The present adjudication is confined only to the delay in filing of Form PAS-3 relating to the allotment made during FY 2021-22. The continuing defaults in respect of earlier financial years are kept open for appropriate action in accordance with law. The Company is at liberty to complete the requisite filings in respect of those allotments and thereafter seek adjudication as permissible.
Since no specific penalty is prescribed under Section 39(4) of the Act for such contravention, the provisions of Section 450 of the Companies Act, 2013 are attracted.
Accordingly, in exercise of the powers conferred under Section 454(3) of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, I hereby impose penalty under Section 450 of the Act for the delay in filing of Form PAS-3 for FY 2021-22.
Note: – It is clarified that this order is confined solely to adjudication of penalty for delay in filing of Form PAS-3 for FY 202122 and shall not be construed as condonation of delay, validation of the underlying allotments, or regularisation of the continuing defaults in respect of earlier financial years. The penalty has been computed for the period of delay from the due date till the actual date of filing of Form PAS-3 for FY 2021-22.
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 | INTEGRITY
NIDHI LIMITED having CIN as U65929KL2017PL C048462 |
70000 | 0 | 200000 | |
| 2 | KAIPARAMBIL SHANTY FRANCIS having DIN as 07669446 | 50000 | 0 | 50000 | |
| 3 | KALLIKKATT MANOJ RAJAGOPAL having DIN as 07669453 | 50000 | 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 Bangalore 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.
Arun meganathan,
Registrar of Companies
ROC Ernakulam
