The Registrar of Companies, Chennai, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, imposed penalties for violation of the residuary penalty provision under Section 450 arising from non-compliance with Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The default stemmed from the company’s failure to disclose the occupation of allottees in the list attached to Form PAS-3, which led the Ministry to reject the company’s NDH-4 application for Nidhi status. The company argued that occupation disclosure was required only where applicable and that rejection of NDH-4 itself amounted to sufficient punishment, barring further penalty. These contentions were rejected. The Adjudicating Authority held that Rule 12(2) mandates complete disclosure and certification, and that rejection of a form does not preclude penalty where no specific punishment is otherwise prescribed. Consequently, penalties of ₹10,000 each were levied on the company and two officers in default, with directions to rectify the default, pay penalties within 90 days, and note the appellate remedy before the Regional Director.
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/01109 Dated: 06/01/2026
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 24/03/2015appointed 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 COLACHEL VICARIATE NIDHI LIMITED [herein after known as Company] bearing CIN U65991TN1994PLC027092, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at COLACHEL VICARIATE OFFICE,COLACHEL,K.K.DIST. COLACHEL,K.K.DIST. COLACHEL VICARIATE OFFICE,COLACHEL,K.K.DIST. COLACHEL,K.K.DIST. NA COLACHEL,K.K.DIST. TAMIL NADU INDIA 629251
Individual details:
In the matter relating to ARUMAI NAYAGAM NAYAGAM VALERIAN……..
In the matter relating to MARIADASAN UBALD……….
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 – The Ministry vide order dated 15.07.2024 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 Colachel Vicariate Nidhi Limited (vide SRN: T07114531 dt 03.03.2021) wherein it was mentioned that ” the company has not mentioned the occupation of allotees in the list of allotees furnished with form PAS-3 filed in MCA system vide SRN: G01044841 dated 15.04.2016, resulting in violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities), Rules, 2014″.
Therefore, the company and Officers in default are liable as provided under Section 450 of the Companies Act, 2013.
Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 provides- Return of Allotment.
(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.
2. The Adjudicating Authority had issued notice for the e-Adjudication on 19.03.2025. The Company vide letter dated 02.04.2025 submitted that the Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rule, 2014 suggests that the occupation of allotees has to be mentioned in the form PAS-3 only if such member has an occupation and that they had not mentioned occupation for those members who did not have any occupation and hence they had not violated Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rule, 2014. The Company further submitted that the penalty under Section 450 is applicable only if no penalty/punishment is provided under any other punishment of the Act and that a punishment has already been provided to them by rejection of Form NDH-4 and hence, no penalty is leviable under section 450 on the Company or any officers of the Company.
Further, the Adjudicating Authority had issued notice dated 01.05.2025 for e-hearing scheduled on 08.05.2025. CA.A.Amirtha Rajan attended the e-hearing scheduled on 08.05.2025 and duly made their submissions.
E. Order:
1. The Ministry vide order dated 15.07.2024 had rejected the Form NDH-4 filed by the Company Colachel Vicariate Nidhi Limited mentioning that the Company has not mentioned the occupation of allotees in the list of allotees furnished with Form PAS-3 filed in the MCA system, resulting in the violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rule, 2014. Therefore, the Company and every officers of the Company who is in default shall be liable under Section 450 of the Companies Act, 2013.
2. 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 | COLACHEL VICARIATE NIDHI LIMITED having CIN as U65991TN1994P LC027092 | 10000 | 0 | 200000 | |
| 2 | ARUMAI NAYAGAM NAYAGAM VALERIAN having DIN as 01662688 | 10000 | 0 | 50000 | |
| 3 | MARIADASAN UBALD having DIN as 06447105 | 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
