The Registrar of Companies, Chennai, imposed penalties under Section 450 of the Companies Act, 2013 against a Nidhi company and five officers in default for violating Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The violation arose after the Ministry of Corporate Affairs rejected the company’s NDH-4 application in July 2024 due to incomplete allottee details in Form PAS-3. The company failed to disclose mandatory particulars such as PAN and e-mail IDs of allottees. In its reply, the company contended that several shareholders were not income-tax assessees and did not possess PAN, Aadhaar, or e-mail IDs. However, the ROC held that statutory requirements under Rule 14(6) are mandatory and non-compliance attracts penal consequences. Since the directors and representatives failed to attend scheduled e-hearings, the matter proceeded ex-parte. Penalties of ₹10,000 each were imposed on the company and every officer in default.
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/02087 | Dated: 12/05/2026
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 THEYAGARAYANAGAR NIDHI LIMITED [herein after known as Company] bearing CIN U67120TN1938PLC002917, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 15, RAMASWAMY STREETT NAGAR CHENNAI 600017 NA CHENNAI 600017 TAMIL NADU INDIA 600017
Individual details:
In the matter relating to SRINIVASACHARI RANGANATHAN__________
In the matter relating to ANNAPOORNI RAMANI_____________
In the matter relating to HARIBASHYAM THIRUMALAI MADAPOOSI_____________
In the matter relating to RAMANI MAHALINGAM____________
In the matter relating to SEETHALAKSHMI_______________________
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 order dated 18.07.2024, 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 M/s. Theyagarayanagar Nidhi Limited (vide SRN: R33108564 dt 14.02.2020) wherein it was mentioned that the company has not mentioned the complete details in the list of allotees attached with Form PAS-3 filed (vide SRN: AA6488017) in MCA system, as required in Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which read 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 order, it observed that 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/03193 on 03.03.2026. The Company vide letter dated 09.01.2026 submitted that some shareholders are non-income-tax assesses and do not possess PAN; and hence PAN details are not available and that they have requested them to obtain PAN and furnish the same to them at the earliest. They further submitted that certain shareholders do not possess Aadhaar and/or e-mail IDs and therefore such particulars are not available with the Company and cannot be furnished at present.
The Adjudicating Authority has scheduled e-hearing on 25.03.2026 and 06.04.2026. Neither the Directors nor their authorized representatives attended the e-hearing scheduled. Therefore, as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E. Order:
1. As per Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014, Form PAS-3 shall be filed along with a complete list of all the allottees containing the full name, address, PAN and E-mail ID of such security holder. However, the Company has failed to mention the Permanent Account Number and E-mail ID of the Allottees in the list of Allottees attached along with Form PAS-3 filed vide SRN AA6488017 dated 29.12.2023. 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 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 | THEYAGARAYA NAGAR NIDHI LIMITED having CIN as U67120TN1938P LC002917 | Yes | 10000 | 0 | 200000 |
| 2 | SRINIVASACHAR I RANGANATHAN having DIN as 00968250 | Yes | 10000 | 0 | 50000 |
| 3 | ANNAPOORNI RAMANI . having DIN as 07529254 | Yes | 10000 | 0 | 50000 |
| 4 | HARIBASHYAM THIRUMALAI MADAPOOSI having DIN as 08621318 | Yes | 10000 | 0 | 50000 |
| 5 | RAMANI MAHALINGAM . having DIN as 02278521 | Yes | 10000 | 0 | 50000 |
| 6 | SEETHALAKSHM I . having DIN as 02917302 | Yes | 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
