The Ministry of Corporate Affairs (MCA) imposed a penalty on M/s Ajay Nidhi Limited for violating Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company failed to mention the occupations of allottees in Form PAS-3, a mandatory requirement when filing returns of allotment. Despite receiving an adjudication notice, the company did not respond, leading to a hearing where the company’s representative claimed the violation was unintentional. The Registrar of Companies, Chennai, acting as the Adjudicating Officer, concluded that the company and its Managing Director, Shri Kamalchand, were in violation. A penalty of Rs. 10,000 each was imposed on the company and the officer in default, totaling Rs. 20,000. The company has been instructed to pay the penalty within 90 days and has the right to appeal within 60 days. Failure to comply with the order may result in further fines or imprisonment for the responsible officer.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/ADJ/AJAY NIDHI/RULE 12/2024 Dated: 2 5 JUL 2024
ADJUDICATION ORDER UNDER RULE 12(2) OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES), RULES 2014
IN THE MATTER OF M/S. MAY NIDHI LIMITED
1. Appointment of Adjudicating Officer: –
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Ajay Nidhi Limited with CIN: U65991TN2016PLC109937 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at 198/1, Kumaran Street, Ulundurpet, Tamil Nadu, 606107. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S. No. | Particulars | Information |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: up to 31.03.2023
Annual Return: up to |
| 3. | Paid up Capital | Rs.10,57,200/- |
| a. Revenue from Operation | Rs.83,502/- | |
| b. Other Income | Rs.29,724/- | |
| c. Profit for the Period | (Rs.35,837/-) | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors During the period of violation:
| S. No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri. Kamalchand | Managing Director | 01.04.2016 |
4. Section/Rule and Penal Provision as per Companies Act, 2013
Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014: Return of Allotment.
(1) Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.
(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.
Section 450. Punishment where no specific penalty or punishment is provided:
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 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.
5. Issue of Adjudication Notice:
The Ministry vide letter dated 09.06.2023 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. Ajay Nidhi Limited (vide SRN: R68588243 Dt 2LL12.2020) wherein it was mentioned that “Rule 12(2) of the Companies (Prospectus and Allotment of securities) Rules, 2014 has been violated.”
After that the Adjudicating Authority had issued Adjudication Notice No. ROC/CHN/Adj/Ajay/2023 dt 31.08.2023 to the company.
6. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
7. Adjudication Hearing:
Since no reply has been received from the company and its directors for the Adjudication notice dated 31.08.2023, the Adjudicating Authority has issued notice of hearing dated 04.03.2024 by fixing the hearing on 12.03.2024 at 11:15 AM. Pursuant to the notice dated 04.03.2024, Shri. Dixith Kumar, CS appeared before the Adjudicating Authority on behalf of the Company and its Managing Director on 12.03.2024 and made submissions that the violation may be adjudicated as it is not intentional.
8. Analysis of Non-compliance of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014:
The company being a Nidhi company does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, of imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
A list of allottees is attached along with form PAS -3 filed (vide SRN: R39363080 dt 21.05.2020) by the company, but the occupation of allotees is not mentioned in the list as required under Rule 12(2) of the Companies (Prospectus and Allotment of Securities), Rules, 2014.
9. Decision:
Having considered the facts and circumstances of the case and after taking into account it is concluded that the company and directors have violated Rule 12(2) of (Companies Prospectus and Allotment of Securities), Rules, 2014.
Accordingly, I am inclined to impose a penalty as prescribed under Section 450 of the Companies Act, 2013. The details of the penalty imposed on the Company and Officers in default are shown in the table given below:
| Name of company/person on whom penalty imposed |
No of days of default | Penalty for default (Rs) | Maximum Limit for penalty (Rs) | Penalty Imposed (Rs) |
| M/s. Ajay Nidhi Limited | One time | Rs.10,000/- + Rs.1000/- per day incase of Continuing Contravention | Rs.2,00,000/- | Rs.10,000/- |
| Shri. Kamalchand | One time | Rs.10,000/- + Rs.1000/-per day incase of Continuing Contravention | Rs.50,000/- | Rs.10,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.10,000/- (Rupees Ten thousand) is imposed on the Company and Rs.10,000/- (Rupees ten Thousand) is imposed on the Officer in default as mentioned above. Totally Rs.20,000/- (Rupees Twenty Thousand) as penalty amount for violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities), Rules, 2014.
10. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
11. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] setting forth 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 (Adjudicating of Penalties) Rules, 2014].
12. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(z) Where company fails to comply with the order made under subsection (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees.
13. Where an officer of a company or any other person who is in default fails to comply the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
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