The Registrar of Companies (ROC), Ernakulam, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties on Welfare Nidhi Limited and its officer for violations of Rules 12(2) and 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. During scrutiny of Form NDH-4 filed by the company, the Ministry of Corporate Affairs found that several PAS-3 returns submitted by the company failed to disclose mandatory details such as the occupation, PAN, and email IDs of allottees. The company admitted the default and sought adjudication through applications filed in Form GNL-1. Since no specific penalty was prescribed for the violation, the general penalty provision under Section 450 of the Companies Act was invoked. After issuing a show-cause notice and considering the company’s submissions—while noting that the company waived personal hearing—the ROC imposed penalties of ₹10,000 each on the company and its defaulting officer. The company was also directed to rectify the defect by filing the missing PAS-3 details through Form GNL-2.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ernakulam
Registrar Of Companies, Corporate Bhawan, BMC Road, Thrikkakara, Ernakulam, Kerala, India, 682021
Phone: 0484-2421626/2421310
Fax: 0484-2422327
E-mail: roc.ernakulam@mca.gov.in
Order ID: PO/ADJ/03-2026/EK/01725 | Dated: 10/03/2026
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 WELFARE NIDHI LIMITED [herein after known as Company] bearing CIN U65900KL2015PLC038923, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ROOM NO.977/N (NEW 18/76) COSMOS BUILDING,FIRST FLOOR,MANNUTHY P O NA THRISSUR THRISSUR KERALA INDIA 680651
Individual details:
In the matter relating to PALATHINGAL ANTONY DAVIS __________
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 – Rule 12(2) & 14(6) – Companies (Prospectus and Allotment of Securities) Rules, 2014
1. The company Welfare Nidhi Limited (hereinafter referred to as the company) has filed Form NDH-4 vide SRN AB0329085 dated 13.09.2024 which is under processing, as per the MCA records.
2. The company has subsequently filed applications in e-Form GNL-1 vide SRNs: AB6739981 & AB6740623 seeking adjudication of penalty for violation of Rule 12(2) and Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014 stating that while processing the Form NDH-4 filed by the company, the Ministry has made findings that the company has not disclosed the occupation of allotees as well as the PAN, E-mail ID of allottees in several PAS-3 returns filed thereby contravening the above Rules. The company has also admitted the default. Further, since no specific penalty or punishment has been prescribed for the aforesaid default, the provisions of Section 450 of the Companies Act, 2013 (general penalty) are attracted which provides for adjudication. Accordingly, adjudication proceedings are initiated against the company and its officers in default during the relevant period.
3. Further, in exercise of powers under Section 454(3)(b) of the Companies Act, 2013, the company is also directed to rectify the defect by filing the relevant details of Form PAS-3, through Form GNL-2, in order to bring the records on par.
2. No hearing given as the company vide letter dated 28.01.2026 waived their right of personal hearing in the matter.
E. Order:
1. A Show Cause Notice dated 16.01.2026 was issued to the company and its officers in default under Section 454 of the Companies Act, 2013, calling upon them to explain why penalty should not be imposed under Section 450 of the Act for the default committed.
Subsequently, the company vide letter dated 28.01.2026 waived personal hearing and requested to pass orders on merit. After considering the submissions and material available on record, and in exercise of the powers conferred under Section 454(3) of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, penalty as prescribed under Section 450 of the Act is hereby imposed on the company and its officers in default.
However, the company has not complied with the directions with respect to filling the missing PAS-3 details in GNL-2.
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 | WELFARE NIDHI LIMITED having CIN as U65900KL2015PL C038923 | 10000 | 0 | 200000 | |
| 2 | PALATHINGAL ANTONY DAVIS having DIN as 07185966 | 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 Bangalore 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.
Arun meganathan,
Registrar of Companies
ROC Ernakulam
