The Registrar of Companies, Ernakulam, issued an adjudication order dated 23 April 2026 under Section 454 of the Companies Act, 2013, for violation of Section 450 of the Act in the case of VNL Nidhi Limited and its officers in default.
The adjudicating officer was appointed by the Ministry of Corporate Affairs through a Gazette notification dated 10 February 2026 to exercise powers under Section 454 of the Act read with the Companies (Adjudication of Penalties) Rules, 2014.
The case arises from a default relating to Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company had filed Form NDH-4 on 10 May 2022, which was subsequently rejected by the Ministry on 15 September 2023. The rejection was partly due to violation of Rule 14(6), specifically failure to file PAS-3 forms with complete details of allottees. The company later filed an application in Form GNL-1 seeking adjudication of penalty and admitted the default.
Since no specific penalty is prescribed for the violation of Rule 14(6), the general penalty provision under Section 450 of the Companies Act, 2013 was invoked. This provision prescribes a penalty of ₹10,000 and, in case of continuing default, ₹1,000 per day subject to a maximum of ₹2,00,000 for the company and ₹50,000 for officers in default.
The adjudication proceedings were initiated, and the company was also directed to rectify the defect by filing the missing PAS-3 details through Form GNL-2. A show cause notice dated 10 March 2026 was issued, followed by an e-hearing notice on 26 March 2026. The hearing was held on 6 April 2026, where the authorized representative of the company appeared and requested a lenient view.
After considering the submissions and records, the adjudicating officer imposed penalties under Section 450. A penalty of ₹10,000 was imposed on the company and ₹10,000 each on three officers in default. No additional daily penalty was levied at the time of the order. However, it was noted that the company had not complied with the direction to file the missing PAS-3 details through GNL-2.
The company and officers were directed to rectify the default and pay the penalties within 90 days of receipt of the order. Payment must be made through the Ministry of Corporate Affairs’ e-adjudication portal, and officers are required to pay penalties from their personal funds.
The order also provides that an appeal may be filed before the Regional Director, Bangalore, within 60 days in Form ADJ along with a certified copy of the order. It further warns of consequences under Section 454(8) for non-payment of penalties within the prescribed time.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ernakulam
Registrar Of Companies, Corporate Bhawan, BMC Road, Thrikkakara, Ernakulam, Kerala, India, 682021
Phone: 0484-2421626/2421310
Fax: 0484-2422327
E-mail: roc.ernakulam@mca.gov.in
Order ID: PO/ADJ/04-2026/EK/02031 | Dated: 23/04/2026
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 VNL NIDHI LIMITED [herein after known as Company] bearing CIN U65990KL2021PLN068005, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 33/1698-G, KOVILAKAM ROAD MINI DOCTORS COLONY, MANJERI BAZAR ERNAD MALAPPURAM KERALA INDIA 676121
Individual details:
In the matter relating to NARIKKODAN RAKESH_____________
In the matter relating to AREEKA KALATHIL NARAYANAN_____________
In the matter relating to THAZATHVETTIL SAJITHA_____________
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 – Rule 14(6) – Companies (Prospectus and Allotment of Securities) Rules, 2014
1.The company VNL NIDHI LIMITED (hereinafter referred to as the company) filed Form NDH-4 vide SRN F00224303 dated 10.05.2022, which was rejected by Ministry vide order dated 15.09.2023.
2. The company has subsequently filed applications in e-Form GNL-1 vide SRN: F96249230 seeking adjudication of penalty for violation of Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014 stating that the Ministry has rejected the NDH-4 application for one of the reasons that the company violated the Rule 14(6) which relates to the filing of PAS-3 forms alongwith the complete details in the list of allottees. The company has also admitted the default. Further, since no specific penalty or punishment
has been prescribed for the aforesaid default, the provisions of Section 450 of the Companies Act, 2013 (general penalty) are attracted which provides for adjudication. Accordingly, adjudication proceedings are initiated against the company and its officers in default during the relevant period.
3. Further, in exercise of powers under Section 454(3)(b) of the Companies Act, 2013, the company is also directed to rectify the defect by filing the relevant details of Form PAS-3, through Form GNL-2, in order to bring the records on par.
2. Opportunity for hearing was given
E. Order:
1. A Show Cause Notice dated 10.03.2026 was issued to the company and its officers in default under Section 454 of the Companies Act, 2013, calling upon them to explain why penalty should not be imposed under Section 450 of the Act for the default committed.
Subsequently, a notice for e-hearing was issued on 26.03.2026 in terms of Section 454(4) of the Act, fixing the date of hearing on 06.04.2026. The hearing was attended by the authorized representative of the company who sought a lenient view in the matter.
After considering the submissions and material available on record, and in exercise of the powers conferred under Section 454(3) of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, penalty as prescribed under Section 450 of the Act is hereby imposed on the company and its officers in default.
However, the company has not complied with the directions with respect to filling the missing PAS-3 details in GNL-2.
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 | VNL NIDHI LIMITED having CIN as U65990KL2021PL N068005 | 10000 | 0 | 200000 | |
| 2 | NARIKKODAN RAKESH having DIN as 06951406 | 10000 | 0 | 50000 | |
| 3 | AREEKA KALATHIL NARAYANAN having DIN as 07306389 |
10000 | 0 | 50000 | |
| 4 | THAZATHVETTIL SAJITHA having DIN as 08284438 | 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 Bangalore 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.
Arun meganath11111an,
Registrar of Companies
ROC Ernakulam
