The Registrar of Companies, Ernakulam, passed an adjudication order imposing penalties under Section 454 read with Section 450 of the Companies Act, 2013 for non-compliance with Rules 12(2) and 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company failed to disclose complete details, including occupation and required particulars of allottees in Form PAS-3, leading to rejection of its earlier filing. Despite admitting the default and seeking adjudication, the company did not rectify the defects as directed. After issuing a show cause notice and conducting a hearing, the adjudicating authority imposed a penalty of ₹10,000 each on the company and the officer in default. The order also directed rectification of records through proper filings and mandated payment within 90 days. The authority emphasized compliance obligations and clarified that continued default may attract additional penalties, along with provisions for appeal before the Regional Director.
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/01878 | Dated: 30/03/2026
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 THIRUVONAM NIDHI LIMITED [herein after known as Company] bearing CIN U65990KL2020PLN061024, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at DOOR NO.768 ,A WARD 25- TOWN WARD NEAR CSB BANK, THRISSUR ROAD, ANGAMALY ANGAMALLY PARAVUR ERNAKULAM KERALA INDIA 683572
Individual details:
In the matter relating to RENI GEORGE _____________
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 Rule 12(2) & 14(6) – Companies (Prospectus and Allotment of Securities) Rules, 2014
1. The company Thiruvonam Nidhi Limited (hereinafter referred to as the ?company?) filed Form NDH-4 vide SRN 107187719 dated 03.03.2021, which was rejected vide order dated 14.07.2023, inter alia citing various reasons, including that the (i) the company has not mentioned the occupation of allotees in the list of allotees attached with Form PAS-3 filed in MCA system resulting in violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and (ii) the company has not mentioned the complete details in the list of allotees as required in Rule 14(6) of the above rules, thereby violating Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014.
2. The company has subsequently filed an application in e-Form GNL-1 vide SRN: F94242575 seeking adjudication of offences for violation of above Rules and has also admitted the default. Further, 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 which provides for adjudication. Accordingly, adjudication proceedings have been initiated against the company as well as its officers in default during the relevant period.
3. Further, in exercise of powers under Section 454(3)(b) of the Companies Act, 2013, the company is also directed to rectify the defect by filing the relevant details of Form PAS-3, through Form GNL-2, in order to bring the records on file.
2. Opportunity for hearing was given.
Order:
1. A Show Cause Notice dated 07.01.2026 was issued to the company and its officers in default under Section 454 of the Companies Act, 2013, calling upon them to explain why penalty should not be imposed under Section 450 of the Act for the default committed.
Subsequently, a notice for e-hearing was issued on 23.02.2026 in terms of Section 454(4) of the Act, fixing the date of hearing on 03.03.2026. Sri. Nikhil George Pinto, Company Secretary, attended the hearing and requested a minimum penalty.
After considering the submissions and material available on record, and 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, penalty as prescribed under Section 450 of the Act is hereby imposed on the company and its officers in default.
However, the company has not complied with the directions with respect to filling the missing PAS-3 details in GNL-2.
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 | THIRUVONAM NIDHI LIMITED having CIN as U65990KL2020PL NO61024 | 10000 | 0 | 200000 | |
| 2 | RENI GEORGE having DIN as 08686918 | 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 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
