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 proceedings arose after rejection of an NDH-4 application due to failure to furnish complete allottee details in the PAS-3 return, including mandatory particulars such as PAN, email, class of security, date of allotment, and consideration. Following issuance of a show cause notice and an e-hearing, the adjudicating authority held that the lapse constituted a contravention attracting general penalty provisions. A penalty of ₹10,000 each was imposed on the company and two officers in default, with no continuing default penalty recorded. The order directs rectification and payment within 90 days via the MCA e-Adjudication portal, clarifies that officers must pay from personal sources, and provides a right of appeal to the Regional Director within 60 days, warning of consequences for non-payment.
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/01271 | Dated: 08/01/2026
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 KARPAGAMOORTHY BENEFIT FUND NIDHI LIMITED……….
Individual details:
In the matter relating to . KASIVISWANATHAN ——–
In the matter relating to . 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 – Ministry vide order dated 18.07.2024 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. Karpagamoorthy Benefit Fund Nidhi Limited (vide SRN: R94822954 dt 03.02.2021) 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:
Rule 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 issued show cause notice on 22.09.2025, to which the company & its directors in their reply letters have acknowledged the receipt of the e-adjudication notice and its seriousness, and have requested an opportunity to present the case through a Practicing Company Secretary and assured full cooperation.
Further, the adjudicating authority issued notice on 12.11.2025 for e-hearing on 18.11.2025. The company have authorized Mr. R. Satheesh Kumar, Practicing Company Secretary (Membership No. F10945, COP No. 24139) to represent the company in the e-hearing. The authorized representative appeared for the e-hearing and have duly made their submissions.
E.Order:
1. The Ministry vide order dated 18.07.2024, has rejected Form NDH-4 filed by the Company M/s. Karpagamoorthy Benefit Fund Nidhi Limited vide SRN: R94822954 dated 03.02.2021 due to non-submission of complete allottee details in the list attached with Form PAS-3, as mandated under Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Owing to this, the Ministry has directed the ROC, Chennai to commence adjudication proceedings against the company for the said violation. In compliance, Adjudication proceeding was initiated and notice of hearing was issued. During the Adjudication proceedings, it has become evident that, the company has violated Rule 14(6) and the company along with its officers in default are liable for penalty 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 | KARPAGAMOOR THY BENEFIT FUND NIDHI LIMITED having CIN as U74990TN2010P LC076679 | 10000 | 0 | 200000 | |
| 2 | . KASIVISWANAT HAN having DIN as 08082987 | 10000 | 0 | 50000 | |
| 3 | . BALASUBRAMA NIAN having DIN as 08639177 | 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
