The Registrar of Companies, Chennai passed an adjudication order under section 454 of the Companies Act, 2013, imposing penalties for violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, read with section 450 of the Act. The company’s Form NDH-4 application was rejected after it failed to furnish a complete list of allottees in Form PAS-3, including mandatory particulars such as PAN, email ID, class of securities, date of allotment, and consideration details. Following the Ministry’s direction, adjudication proceedings were initiated. The company acknowledged the lapse, stated that it was in the process of collecting and updating the required information, and expressed willingness to pay the penalty. After considering the submissions, the adjudicating authority held that the failure to file complete allottee details constituted a clear statutory violation. Consequently, a penalty of ₹10,000 was imposed on the company and ₹10,000 on the managing director, with directions to rectify the default and comply within 90 days, along with a statutory 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/12-2025/CN/01246 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 with Companies (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————
Individual details:
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 – Pursuant to the Ministry vide order dated 29.0.2024 has rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updating 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 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:
14 (6) 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-
i. the full name, address, permanent Account Number and E-mail ID of such security holder;
ii. the class of security held;
iii. the date of allotment of security ;
iv. the number of securities herd, nominal value and amount paid on such securities; and particulars of consideration received if tire securities were issued for consideration other than cash.
Pursuant to the said order, it observed the subject company has violated the Rule 14(6) 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 dt. 26.09.2025, has stated that, the company is in the process of collecting complete details as required under Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and updating the list of allottees. It assures that the details will be submitted within the stipulated time, confirms willingness to pay the penalty imposed on the company and its Managing Director upon receipt of the order, and requests 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. The Ministry in its order dated 29.01.2024, has rejected Form NDH-4 filed by M/s. Thirumalai Naicker Benefit Fund Nidhi Limited (SRN: F31121726 dated 18.10.2022) on the ground that the company failed to furnish complete details in the list of allottees as mandated under Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Owing to this, the ministry has directed ROC, Chennai to commence adjudication proceedings against the company for the said violations and upon initiating such adjudication proceedings, it was noticed that the company had violated Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, thereby the company and its officers in default are 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
