The Registrar of Companies, Chennai, adjudicated penalties under Section 454 of the Companies Act, 2013 for violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company failed to disclose the occupation of allottees in the list attached to Form PAS-3, which is a mandatory requirement. The company argued that occupation need not be mentioned where allottees had none, but the authority rejected this interpretation and held that the rule requires disclosure in all cases. After issuing notices and conducting a hearing, the authority concluded that non-disclosure constituted a statutory violation attracting penalty under Section 450. Accordingly, a penalty of ₹10,000 each was imposed on the company and its defaulting officers. The order directed rectification within 90 days, mandated payment through the MCA portal, and clarified that officers must pay from personal sources, with a right to appeal within 60 days.
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/04-2026/CN/02072 Dated: 30/04/2026
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. 698(E) dated 10/02/2026 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 MARTHANDAM PEOPLE DEVELOPMENT NIDHI LIMITED [herein after known as Company] bearing CIN U65990TN2011PLC082557, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO.6-11/7, ‘MALANKARA BUILDING’ MARTHANDAM MAIN ROAD, NA MARTHANDAM POST TAMIL NADU INDIA 629165
Individual details:
In the matter relating to DHARMAIYAN SIBI . ——–
In the matter relating to BALAKRISHNAN SOBHIDANANDAN . ——-
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 – The Ministry vide letter dated 09.07.2024 has rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updation of Status by Nidhi) filed by the company M/s. Marthandam People Development Nidhi Limited (vide SRN: R54231139 dt. 08.09.2020) wherein, it was stated that 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. ?Rule 12 Return of Allotment.
(2) There shall be attached to the Form PAS-3 a list of allottees stating their names, address, occupation, if any, and number of securities allotted to each of the allottees and the list shall be certified by the signatory of the Form PAS-3 as being complete and correct as per the records of the company.?
On perusal of the said rejection letter and relevant forms, it is noticed that the subject Company has not mentioned the occupation of the allotees in the list of allottees attached with Form PAS-3 filed vide SRN H85576825 dated 28.08.2019 in MCA system, resulting in violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, the company and its officers in default are liable for penalty under Section 450 of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication for default under Section 450 of the Companies Act, 2013 vide SCN/ADJ/02-2026/CN/03814 on 03.03.2026. The Company vide letter dated 17.03.2026, submitted that the occupation of allottees has to be mentioned in the Form Pas-3 only if such member has an occupation and that they had not mentioned occupation for those members who did not have any occupation and hence, they have not violated Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014.
Further, the Adjudicating Authority had issued notice for e-hearing on 23.03.2026, for e-hearing scheduled on 25.03.2026. CA. A. Amirtha Rajan, the Authorized representative attended the e-hearing scheduled on 25.03.2026 and made submissions that the violation may be adjudicated by imposing lesser penalty.
E. Order:
1. As per Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company must mention the occupation of the Allottees in the list of Allottees attached along with Form PAS-3. However, the Company has not mentioned the occupation of any allottees in the list of Allottees attached along with Form PAS-3 filed vide SRN H85576825 dated 28.08.2019. In this regard, the Company has violated Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and therefore, the Company and the officers in default 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 | MARTHANDAM PEOPLE DEVELOPMENT NIDHI LIMITED having CIN as U65990TN2011P LC082557 | 10000 | 0 | 200000 | |
| 2 | DHARMAIYAN SIBI . having DIN as 08286160 | 10000 | 0 | 50000 | |
| 3 | BALAKRISHNAN SOBHIDANANDA N . having DIN as 03574601 | 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
