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 default arose from the company’s failure to mention the occupation of allottees in the list attached to Form PAS-3, which led to rejection of its Form NDH-4 application. The company contended that occupation was required to be disclosed only if the allottee had one, and that rejection of NDH-4 itself amounted to punishment, barring further penalty under section 450. These arguments were rejected. The adjudicating authority held that Rule 12(2) mandates disclosure of occupation details in the allottee list and that rejection of a form does not substitute statutory penalty. Accordingly, a penalty of ₹10,000 was imposed on the company and ₹10,000 on the officer in default, with directions to rectify the default and comply within 90 days.
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/01275 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 MULAGUMOODU VICARIATE CATHOLIC NIDHI LIMITED [herein after known as Company] bearing CIN U65991TN1995PLC030938, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UTHAYATHARAGAI, OPP. MATHAKURUSADY, NA THUCKALAY POST KANYAKUMARI TAMIL NADU INDIA 629175
Individual details:
In the matter relating to SAVARIMUTHU SEKHAR —–
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 04.07.2024 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. Mulagumoodu Vicariate Catholic Nidhi Limited (vide SRN: R77836211 dt 26.12.2020) 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, in MCA system, resulting in violation of Rule 12(2) of Companies ( Prospectus and Allotment of Securities) Rules, 2014. Provision of Rule 12(2) of Companies ( Prospectus and Allotment of Securities) Rules, 2014 states that, 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.
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 had issued notice for e-Adjudication on 06.10.2025. The Company vide letter dated 21.10.2025, 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.
E. Order:
1. The Ministry vide order dated 04.07.2024 had rejected the Form NDH-4 filed by the Company M/s. Mulagumoodu Vicariate Catholic Nidhi Limited stating that the Company has not mentioned the occupation of allotees in the list of allotees attached with Form PAS-3 filed in the MCA portal vide SRN R39882246, resulting in the violation of Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rule, 2014. Considering the aforesaid, the Company ought to have mentioned the occupation of allotees in the list of allotees as mandated under Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Since the Company failed to comply with the said requirement, it has thereby violated Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Accordingly, 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:
| (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 | MULAGUMOODU VICARIATE CATHOLIC NIDHI LIMITED having CIN as U65991TN1995P LC030938 | 10000 | 0 | 200000 | |
| 2 | SAVARIMUTHU SEKHAR having DIN as 07559450 |
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
