The Registrar of Companies, Chennai passed an adjudication order under section 454 of the Companies Act, 2013, imposing penalties for violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, read with section 450 of the Act. The company’s application in Form NDH-4 for declaration and updation of Nidhi status was earlier rejected by the Ministry due to failure to disclose the occupation of allottees in the list attached to Form PAS-3. The omission was treated as a statutory non-compliance, as Rule 12(2) mandates disclosure of names, addresses, occupations, and securities allotted. Although the company submitted that it was in the process of collecting complete details and expressed willingness to rectify the default and pay penalties, the adjudicating authority held that the contravention stood established. Consequently, a penalty of ₹10,000 was imposed on the company and ₹10,000 on the officer in default. The order reiterates that accurate and complete disclosures in allotment returns are mandatory and procedural lapses attract penalties irrespective of subsequent assurances of compliance.
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/01245 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 withCompanies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to THIRUMALAI NAICKER BENEFIT FUND NIDHI LIMITED———-
In the matter relating to MOHANKUMARAMANGALAM PONNU ——-
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 29.07.2024 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 M/s. Thirumalai Naicker Benefit Fund Nidhi Limited (vide SRN: F31121726 dt 18.10.2022) 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: R77016814 dated 23.12.2020, in MCA system, resulting in violation of Rule 12(2) of Companies ( Prospectus and Allotment of Securities) Rules, 2014.
Pursuant to the said order, it observed the subject company has violated the Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, the company and its director is liable under Section 450 of the Companies Act, 2013
2. The adjudicating authority, upon receiving the ministry letter, has issued notice for e-adjudication on 16.09.2025, for which the company in its reply letter has stated that the company states that it is in the process of collecting complete details required under Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and updating the list of allottees. It assures that the required information will be submitted within the stipulated time and confirms its willingness to pay the penalty imposed on the company and the Managing Director upon receipt of the order, requesting consideration of its bona fide intention.
Further, the adjudicating authority issued notice on 11.11.2025 for e-hearing on 18.11.2025. The company has authorized any one of Mr. Balasubramaniam Venkateswaran (FCS 8008 and COP 5054), Ms. Nethra Jayasankaran (ACS 48180 and COP 20749) Mr. Prasanna Venkateswaran (ACS 27589 and COP 28125), Partners, M/s VPN & Associates (FRN: P2025TN479100), Practicing Company Secretaries, to attend the e-hearing, thereby the authorized representatives attended and duly made their submissions.
E. Order:
1. It is noticed that the Ministry vide order dated 29.07.2024 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 Thirumalai Naicker Benefit Fund Nidhi Limited 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 by the company, resulting in violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014.
Pursuant to the said order, the ministry has directed ROC, Chennai to commence adjudication proceedings, and thereby adjudication proceedings were initiated against the company and it is observed that the subject company has violated the Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, the company and its officer in default is liable for penal 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 | THIRUMALAI NAICKER BENEFIT FUND NIDHI LIMITED having CIN as U65990TN2019P LC130861 | 10000 | 0 | 200000 | |
| 2 | MOHANKUMARA MANGALAM PONNU having DIN as 08526812 | 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
