ROC Imposed Penalty for Non-Disclosure of Allottee Details in PAS-3 Filing

The Registrar of Companies, Chennai, under the Ministry of Corporate Affairs, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 450 of the Act. The proceedings arose after the Ministry rejected Form NDH-4 filed by a Nidhi company on 21.05.2024 due to non-disclosure of the occupation of allottees in the list attached with Form PAS-3 on the MCA portal. This omission was held to be a contravention of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Pursuant to rejection, adjudication notices were issued, and an e-hearing was conducted where authorized representatives appeared. The Adjudicating Officer concluded that the default attracted the residuary penalty provision under Section 450. Consequently, a penalty of ₹10,000 each was imposed on the company and its director, with no additional daily penalty, subject to statutory maximum limits. Directions were issued for rectification, payment within 90 days, and information on appeal and consequences of 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/01247 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 VALAR GOKULAM NIDHI LIMITED………

Individual details:

In the matter relating to SIVAGAMI . ………..

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 21.05.2024 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. Valar Gokulam Nidhi Limited (vide SRN: T16397200 dt 27.08.2021) 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 vide, in MCA system, resulting in violation of Rule 12(2) of Companies ( Prospectus and Allotment of Securities) Rules, 2014.

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 has issued notice of e-adjudication, pursuant to the Ministry’s rejection order vide letter dt. 21.05.2024. Further the adjudicating authority has issued notice on 11.11.2025 for e- hearing on 18.11.2025. The company has authorized M. Ajith Kumar, M. Deepan, and A. Deepak Raj, Advocates, to represent the company and the officers in default in the e-hearing. The authorized representatives attended the e-hearing and duly made their submissions.

E. Order:

1. The Ministry, vide order dated 21.05.2024, has rejected Form NDH-4 filed by M/s. Valar Gokulam Nidhi Limited (SRN: T16397200 dated 27.08.2021) due to non-disclosure of the occupation of allottees in the list of allottees attached with Form PAS-3 filed on the MCA portal. 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, this omission constitutes a violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Consequently, the company and its director 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:

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