Penalty Imposed for Incomplete Allottee Details in return of allotment

The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties for violation of Section 450 due to non-compliance with Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The case arose after rejection of the company’s Form NDH-4 application, as the return of allotment failed to disclose complete particulars of allottees, including mandatory details such as PAN, address, email ID, class of securities, and allotment particulars required to be filed in Form PAS-3. Despite the company’s submission that the lapse was unintentional and subsequently rectified, the Adjudicating Officer held that the statutory requirement was mandatory and its breach attracted penalty. Consequently, a penalty of ₹10,000 was imposed on the company and ₹10,000 each on three directors as officers in default, with directions to rectify the default and pay the penalty within 90 days. The order reiterates strict adherence to disclosure norms in securities allotments.

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/01211 | Dated: 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 24/03/2015 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 KAMAKOTI BENEFIT FUND NIDHI LIMITED [herein after known as Company] bearing CIN U65990TN2020PLN135097, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at D.NO 2/139 K.M.P. COMPLEX, MAIN ROAD, D.NO 2/139 K.M.P. COMPLEX, MAIN ROAD, NA LALAPET KARUR TAMIL NADU INDIA 639105

Individual details:

In the matter relating to PATTABIRAMAN KRISHNAN ……………………

In the matter relating to SADASIVAM JAYARAMAN ………………………

In the matter relating to PALGHAT RAMAKRISHNAN BALASUBRAMANIAN ……………………….

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 20.05.2024 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 Kamakoti Benefit Fund Nidhi Limited (CIN: U65990TN2020PLN135097) vide SRN: T39538095 dated 31.08.2021 wherein it was mentioned that “the Company has not mentioned the complete details in the list of allotees as required in Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which read as follows:

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-

a. full name, address, Permanent Account Number and Email ID of such security holder;

b. the class of security held;

c. the date of allotment of security

d. the number of securities held, nominal value and amount paid on such securities; and particulars of consideration received if the 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 and the company and Officers in default are liable under Section 450 of the Companies Act, 2013.”

2. The Adjudicating Authority has issued notice for e-Adjudication on 02.04.2025. The Company vide letter dated 03.04.2025 submitted that upon realizing the non-compliance, the Company has taken immediate steps to rectify the same as per the prescribed procedure under the Companies Act, 2013 and that the non-compliance was unintentional and that they remains fully committed to ensuring strict adherence to all statutory requirements. The Company further requested to consider reducing the penalty amount. Further, the Adjudicating Authority had issued notice for e-hearing on 01.05.2025 for hearing scheduled on 08.05.2025. Mr. P.R.Balasubramanian, Director, attended the e-hearing scheduled on 08.05.2025 and made submissions that the violation may be adjudicated and reduce the penalty amount as stated in the e-Adjudication notice.

E. Order:

1. The Ministry vide order dated 20.05.2024, has rejected the form NDH-4 filed by the Company vide SRN: T39538095 dated 31.08.2021, mentioning that the Company has not submitted the complete details of the allotees as required in Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014.

In this regard, the Company ought to have mentioned the complete details in the list of allotees as required in Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and since, the Company failed to comply, thereby violated Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Therefore, 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:

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