The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 450 arising from non-compliance with Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The default was identified when the Ministry rejected the company’s NDH-4 application on the ground that the list of allottees attached to Form PAS-3 did not disclose the occupation of allottees, a mandatory requirement. Although the company contended that the lapse was technical and that an opportunity for rectification should have been provided under the registration and fees rules, the Adjudicating Authority held that furnishing complete allottee particulars, including occupation, is a statutory obligation. Failure to do so constituted a contravention for which no specific penalty is prescribed elsewhere, thereby attracting the residual penalty under Section 450. Accordingly, penalties of ₹10,000 each were imposed on the company and the officer in default, with directions to rectify the defect and comply within the stipulated time.
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/12-2025/CN/01152 | Dated: 07/01/2026
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 JMBF KUMBAKONAM NIDHI LIMITED [herein after known as Company] bearing CIN U65100TN2013PLC090427, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at D.NO.8, SOMESWARAN SANNATHI STREET D.NO.8, SOMESWARAN SANNATHI STREET NA KUMBAKONAM THANJAVUR TAMIL NADU INDIA 612001
Individual details:
In the matter relating to PATTABIRAMAN SAVITHIRI . ________________
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 – Ministry vide order dated 05.07.2024 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 JMBF Kumbakonam Nidhi Limited (vide SRN: R33066184 dt 14.02.2020) wherein it was mentioned that the company has not mentioned the occupation of allotees in the list of allotees attached with Form PAS-3 filed vide SRN: F20392510 dated 10.08.2022, resulting in violation of Rule 12(2) of Companies ( Prospectus and Allotment of Securities) Rules, 2014.
“Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 provides- 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.”
Pursuant to the Ministry?s order, the Adjudicating Authority has issued notice to the company vide Notice no. F.No.ROC/CHN/Adj/JMBF/2024 dated 30.07.2024. Pursuant to the notice dated 30.07.2024, the present Managing Director Mr. Pattabiraman Sakthivel (DIN 10151077) on behalf of subject company and Mrs. Pattabiraman Savithiri, EX-Managing Director of the company has filed e-form GNL-1 vide SRN: N29877875 dt 29.03.2025 for Adjudication of violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and also submitted physical application on 04.04.2025. The applicants submitted that the technical lapse under Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 of the Companies Act, 2013. There is a violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the company and officers in default are liable as per the Section 450 of the Companies Act, 2013.
2. The Adjudicating Authority had issued a notice for e-Adjudication on 17.04.2025. The Company through GNL-1 vide SRN: N29878469 dated 29.03.2025 made their submissions. The Applicant submitted that considering the Rule 10(3) and Rule (6) of The Companies (Registration Offices and Fees) Rules, 2014, it is mandatory for the Registrar if a PAS-3 filed is found to be defective/incomplete in not furnishing occupation of allotee, procedure under the Rule 10(3) and Rule (6) of The Companies (Registration Offices and Fees) Rules, 2014 is required to be followed by the Registrar and opportunity should be given to the Company to rectify the defective/incompleteness in the return PAS-3 marking the return as defective in the electronic registry giving a notice pointing out the defects or incompleteness in the e-form or document. The applicant further submits that without exercising the powers under the above said rule invoking provisions of Section 454 of the Act is abuse of powers under the Act and against the scope and scheme of the Act, unjust against natural justice and amounts to misuse of powers vested with the Adjudicating Authority. In conclusion, the applicant requested the Adjudicating Authority to drop charges under Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and mark the respective PAS-3 as mandated under Rule 10(3) and Rule (6) of The Companies (Registration Offices and Fees) Rules, 2014 giving opportunity to rectify the defect and render justice.
Further, the Adjudicating Authority had issued notice for e-hearing on 11.08.2025 for hearing scheduled on 28.05.2025. Mr. Sriram Parthasarathy, SPNP & Associates, Practicing Company Secretaries, Chennai, attended the e-hearing fixed on 11.08.2025 and made submissions that the violation may be adjudicated and to reduce the penalty amount stated in the e-Adjudication notice.
E.Order:
1. The Ministry vide order dated 05.07.2024 had rejected the Form NDH-4 filed by the Company M/s. JMBF Kumbakonam Nidhi Limited stating that the Company has not mentioned the Occupation of allotees in the list of allotees attached with Form PAS-3 filed vide SRN: F20392510 dated 10.08.2022, resulting in violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Pursuant to the Ministry’s Order, the Adjudicating Authority had issued a notice to the Company vide Notice No. F.No.ROC/CHN/Adj/JMBF/2024 dated 30.07.2024.
Pursuant to the notice dated 30.07.2024, the present Managing Director and the ex-Managing Director of the Company has filed e-form GNL-1 vide SRN:N29877875 dated 29.03.2025 for Adjudication of violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. In this regard, the Company ought to have mentioned the occupation of allotees in the list of allotees attached with Form PAS-3 and since the Company failed to comply, thereby violated Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and 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 | JMBF KUMBAKONAM NIDHI LIMITED having CIN as U65100TN2013P LC090427 | 10000 | 0 | 200000 | |
| 2 | PATTABIRAMAN SAVITHIRI . having DIN as 05301447 | 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
