The Registrar of Companies, Chennai, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company submitted an incomplete and defective list of members while filing Form NDH-4, including missing details such as dates of allotment, mode of payment, and incomplete or illegible PAN and Aadhaar records. Discrepancies in member information further established non-compliance. The company argued that it could not file Form PAS-3 due to MCA portal restrictions linked to pending NDH-4 approval and requested leniency, citing no business activity. However, the adjudicating authority held that incomplete disclosures constitute a clear violation and cannot be excused on technical grounds. Consequently, penalties of ₹10,000 each were imposed on the company and its officer under Section 450. The order also mandated rectification and outlined appeal provisions.
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/01749 | Dated: 25/03/2026
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 JAYAPRIYA GRAMA VALARCHI NIDHI LIMITED [herein after known as Company] bearing CIN U65990TN2022PLN155260, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO. 37, II FLOOR, SIVA VISHNU COMPLEX NATESAN STREET NA CHENNAI CHENNAI TAMIL NADU INDIA 600017
Individual details:
In the matter relating to CHINNASAMY RAJAGOPALAN JAYASANKAR……….
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. Facts about the case:
1. Default committed by the officers in default/noticee – The Ministry of Corporate Affairs vide order dated 17.03.2025, had rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updation of Status by Nidhi) filed by the company vide SRN AB2606229 dated 07.02.2025, on account of violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which reads as follows;
Rule 14 (6) A return of allotment of securities under section 42 shall be filed with the Registrar within fifteen days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration offices and Fees) Rules, 2014 along with a complete list of all the allottees containing-
(i) the full name, address, permanent Account Number and E-mail ID of such security holder;
(ii) the class of security held;
(iii) the date of allotment of security;
(iv) the number of securities held, nominal value and amount paid on such securities; and particulars of consideration received if tire securities were issued for consideration other than cash.
Pursuant to the above said rejection letter dated 17.03.2025, it was observed that the list of members furnished was incomplete, as crucial details such as date of allotment, mode of payment, and date of payment for other members were not provided despite being specifically sought through the Ministry’s email. Although copies of PAN and address proof (Aadhaar) were submitted, deficiencies were noted: PAN and address proof of one member were not furnished; PAN copies of five members were illegible; Aadhaar copies of two members were illegible; an incomplete address proof was provided for one member; and discrepancies in the date of birth in respective copy of PAN and address proof of three members do not match, constituting a violation under Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. In view of the above, the subject company has violated the Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, the company and its officers in default are liable for action under Section 450 of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03486 on 02.02.2026. The Company vide letter dated 12.02.2026 submitted that violation or non-compliance of Rule 14(6) of the companies (Prospectus and Allotment of Securities) Rules, 2014 is applicable only when the company has filed the e-form PAS-3 and further submitted that the Company was unable to file the form PAS-3 for the reason that, the MCA portal is not allowing to file Form PAS-3 or SH-7 until the Form NDH-4 is approved. Further, the Company requested to take a lenient view and not to impose any penalty or alternatively impose very minimum penalty against the Company and its Directors/ officers because, the Company has not commenced any business till date and there is no income or turnover in the Company. Further the Adjudicating Authority has issued notice for e-hearing on 18.02.2026 for e-hearing scheduled on 19.02.2026. The Company Secretary, Mr. Gururaj Sriram (CP.No.10872), the authorized representative attended the e-hearing scheduled on 19.02.2026 and made submissions that the violation may be adjudicated by imposing lesser penalty.
E. Order:
1. On perusal of the NDH-4 rejection letter dated 17.03.2025, it was observed from Company’s reply letter dated 09.03.2025 that the Company furnished incomplete list of members as it has not provided date of allotment, mode of payment, and date of payment for other members were not provided despite being specifically sought through the Ministry’s email. Although copies of PAN and address proof (Aadhaar) were submitted, deficiencies were noted: PAN and address proof of one member were not furnished; PAN copies of five members were illegible; Aadhaar copies of two members were illegible; an incomplete address proof was provided for one member; and discrepancies in the date of birth in respective copy of PAN and address proof of three members do not match,. Therefore, the subject company has violated the Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, the company and its officers in default are liable for 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 | JAYAPRIYA GRAMA VALARCHI NIDHI LIMITED having CIN as U65990TN2022P LN155260 | 10000 | 0 | 200000 | |
| 2 | CHINNASAMY RAJAGOPALAN JAYASANKAR having DIN as 00202162 | 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
