The Registrar of Companies, Chennai passed an adjudication order dated 23.01.2026 under Section 454 of the Companies Act, 2013 for violation of Section 64(2) of the Act. The proceedings arose from the rejection of an NDH-4 application, during which it was observed that the company’s authorised share capital appeared to have been increased but Form SH-7 was not filed with the Registrar, as required under Section 64 read with Rule 15 of the Companies (Share Capital and Debenture) Rules, 2014. Although the company contended that non-filing occurred due to technical and system constraints on the MCA portal following rejection of NDH-4, the adjudicating authority found the explanation unsatisfactory. Notices for adjudication and hearing were issued, but no appearance was made at the scheduled hearing, leading to ex-parte proceedings. Holding that the statutory requirement to notify alteration of share capital was not complied with, penalties were imposed on both the company and the officer in default, with directions to rectify the default and pay the penalty within the prescribed timeline, while providing a right of appeal.
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/01-2026/CN/01452 |Dated: 23/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 64(2) 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 KNS NIDHI LIMITED [herein after known as Company] bearing CIN U65999TN2022PLN150132, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at SF NO 29/1 GD NAGAR, BACK TO GOVT GIRLS HR SEC SCHOOL, NA CHEYYAR TIRUVANNAMALAI TAMIL NADU INDIA 604407
Individual details:
In the matter relating to NATARAJAN KESAVAN______________
C. Provisions of the Act:
Where any company fails to comply with the provisions of sub-section (1), such company and every officer who is in default shall be liable to a penalty of five hundred rupees for each day during which such default continues,subject to a maximum of five lakh rupees in case of a company and one lakh rupees in case of an officer who is in default
D. Facts about the case:
1. Default committed by the officers in default/noticee – Ministry vide order dated 03.03.2025 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 M/s. KNS NIDHI LIMITED (vide SRN: AB1545299 dt 18.10.2024) wherein it was observed that the company from Form SPICE+ that the company was incorporated with Subscribed Capital of Rs. 15,00,000/- and 07 promoters/Subscribers) and as per Form AOC-4 Financial Statement Attachment for the financial year 31.03.2024, the company has shown Authorized of Rs. 20,00,000/- but as per MCA Master data and on the face of Form AOC 4 for 31.03.2024, the Authorized capital is appearing Rs. 15,00,000/-. Thus it seems that the company has increased its capital but has not filed Form SH-7 for increase in Authorized capital, resulting in violation of Section 64 of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debenture) Rules, 2014.
Provision of Section 64(1) of the Companies Act, 2013 states that, Notice to be given to Registrar for Alteration of Share Capital
(1) Where?
a. a company alters its share capital in any manner specified in sub-section (1) of section 61;
b. an order made by the Government under sub-section (4) read with sub-section (6) of section 62 has the effect of increasing authorised capital of a company; or
c. a company redeems any redeemable preference shares,
the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such alteration or increase or redemption, as the case may be, along with an altered memorandum.
Provision of Rule 15 of the Companies (Share Capital and Debenture) Rules, 2014 states that, Notice to Registrar for Alteration of Share Capital
Where a company alters its share capital in any manner specified in sub-section (1) of section 61, or an order is passed by the Government increasing the authorized capital of the company in pursuance of sub-section (4) read with sub-section (6) of section 62 or a company redeems any redeemable preference shares or a company not having share capital increases number of its members, the notice of such alteration, increase or redemption shall be filed by the company with the Registrar in Form No. SH.7 along with the fee.
Hence, the company has violated the Section 64 of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debenture) Rules, 2014. Therefore, the company and its defaulters are liable under Section 64(2) of the Companies Act, 2013
2. The Adjudicating Authority had issued notice for e-Adjudication on 27.11.2025. The company vide letter dated 29.12.2025 submitted that due to the rejection of NDH-4 and the resultant technical restriction/ system limitation in the MCA portal, the Company was unable to file Form SH-7 and further submitted that the non-filing of Form SH-7 occurred purely due to technical and procedural difficulties on the MCA portal, which were beyond the control of the Company and its Officers and further requested to take a lenient view in the matter and waive the penalty proposed under section 64(2) of the Companies Act, 2013. Further, the Adjudicating authority had issued notice for e-hearing on 29.12.2025 for hearing scheduled on 30.12.2025. Neither the director nor his authorized representative attended the hearing fixed on 30.12.2025, therefore as per Rule 3(8) of Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E.Order:
1. It is observed from the Ministry’s letter and other records, the Company has increased its Authorized capital, and however the Company has not filed Form SH-7 for increase in Authorized capital. In view of the above, it is evident that the Company has contravened Section 64 of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debenture) Rules, 2014. Therefore, the Company and its officers in default are liable for penalty under Section 64(2) 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 | KNS NIDHI LIMITED having CIN as U65999TN2022P LN150132 | 280500 | 0 | 500000 | |
| 2 | NATARAJAN KESAVAN having DIN as 09514721 | 100000 | 0 | 100000 |
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
