The Registrar of Companies, Chennai passed an adjudication order under section 454 of the Companies Act, 2013 imposing penalties for violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, attracting section 450 of the Act. The default arose from incomplete disclosure in Form PAS-3 filed in September 2020, where the list of allottees did not contain mandatory particulars such as PAN and email IDs of security holders. The lapse came to light when the Ministry rejected the company’s NDH-4 application for declaration as a Nidhi. The company contended that section 42 and related rules were inapplicable to Nidhi companies and that no private placement was involved. These submissions were rejected, as the obligation under Rule 14(6) applies to PAS-3 filings irrespective of such arguments. The adjudicating authority proceeded ex-parte due to non-appearance and held the violation established. A penalty of ₹10,000 was imposed on the company and ₹10,000 on the officer in default, reaffirming strict compliance standards for statutory disclosures.
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/01220 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 SRI KARPAGA VINAYAGAR MUTUAL BENEFIT NIDHI LIMITED [herein after known as Company] bearing CIN U65991TN2013PLC091197, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 42/334, NAGESWARAN SANNATHI STREET NA KUMBAKONAM THANJAVUR TAMIL NADU INDIA 612001
Individual details:
In the matter relating to NATARAJAN MANI ——
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 10.07.2024 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 Sri Karpaga Vinayagar Mutual Benefit Nidhi Limited (vide SRN:R63104533 dt 28.09.2020) wherein it was mentioned that the company has not mentioned the complete details in the list of allotees as attached in the PAS 3 filed via SRN: R61603828 as required in Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which read as follows:
(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 herd, nominal value and amount paid on such securities; and particulars of consideration received if tire securities were issued for consideration other than cash.
This results in violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
In response to the said order, the Adjudicating Authority had issued notice to the company vide Notice No. ROC/CHN/Adj/SRIKARPAGA/2024 dated 30.07.2024. Pursuant to the notice dated 14.06.2024, the Ex- Managing Director of the company Mr. Mani Natarajan vide letter dated 12.08.2024 and by filing adjudication application in GNL-1 vide SRN: N06463624 dt 24.10.2024 submitted that since the company has not allotted securities under private placement and in view of the inapplicability of Section 62 of the Act to Nidhi companies, it is not required to comply with the conditions laid down under Section 42 of Act, Rule 14(6) of the Companies (Prospectus and allotment of Securities) is not applicable to the company. Hence, adjudication proceedings under Section 42 of the Act read with Rule 14(6) of the Companies (Prospectus and allotment of Securities) is not maintainable. From return of allotments in PAS-3 filed by the company, the company has not mentioned the complete details in the list of allottees attached with form PAS-3 as required in accordance with Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Allegations in the notice are devoid of particulars of offence and vague in as much as it did not state what are the particulars are not furnished. Further, the company is operating for its members and working on very low margin only. Its reserves and surplus as on 31.03.2023 is only Rs. 57.19 lakhs and profit for the financial year ended on 31.03.2023 is only Rs.23.41 lakhs after tax. Adjudications proceedings would throttle business of the company.
It is noticed that the company has filed e-form PAS vide SRN: R61603825 dt 27.09.2020 for allotment of 125,440 shares of Rs.10/- each wherein attached a list of allottees, but the Permanent Account Number and Email id of security holder is not mentioned in the list, thus violated Rule 14(6) of the Companies Act, 2013 and the company and officers in default are liable as per the provisions of Section 450 of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication on 26.05.2025, but no reply to the Show Cause Notice has been received from the Company or its Directors. Further the Adjudicating Authority had issued a notice on 13.08.2025, for e-hearing scheduled on 26.08.2025. Neither the Directors nor their authorized representatives had attended the hearing fixed on 28.08.2025. 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. The company had filed e-form PAS-3 vide SRN: R61603825 dated 27.09.2020 for allotment of 125,440 shares of Rs.10/-each wherein the Company attached a list of allotees, but the Permanent Account Number and E-mail id of the Security holder is not mentioned in the list as mandated under Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Considering the aforesaid, the Company ought to have mentioned the complete details in the list of allotees as mandated under Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Since the Company failed to comply with the said requirement, it has thereby violated Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Accordingly, 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 | SRI KARPAGA VINAYAGAR MUTUAL BENEFIT NIDHI LIMITED having CIN as U65991TN2013P LC091197 | 10000 | 0 | 200000 | |
| 2 | NATARAJAN MANI having DIN as 06494569 | 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
