The Registrar of Companies, Chennai, passed an adjudication order under section 454 of the Companies Act, 2013, imposing penalties for violation of section 64(1) read with section 64(2). The company failed to file Form SH-7 for reporting increase in authorised share capital within the prescribed time, despite claiming such increase and filing MGT-14. The company argued that the MCA portal did not allow filing of SH-7 due to pending approval of Form NDH-4, and contended that the default was unintentional. However, the authority held that non-filing constituted a statutory violation irrespective of system constraints. Consequently, penalties of ₹2,57,000 were imposed on the company and ₹1,00,000 on the managing director. The company was directed to rectify the default and pay penalties within 90 days, with an option to appeal within 60 days. The order reinforces strict compliance obligations for filing statutory forms relating to share capital changes.
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/03-2026/CN/01747 | Dated: 25/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 64(2) 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 JAYAPRIYA GRAMA VALARCHI NIDHI LIMITED [herein after known as Company] bearing CIN U65990TN2022PLN155260, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO. 37, II FLOOR, SIVA VISHNU COMPLEX NATESAN STREET NA CHENNAI CHENNAI TAMIL NADU INDIA 600017
Individual details:
In the matter relating to CHINNASAMY RAJAGOPALAN JAYASANKAR __________
C. Provisions of the Act:
Where any company fails to comply with the provisions of sub-section (1), such company and every officer who is in default shall be liable to a penalty of five hundred rupees for each day during which such default continues,subject to a maximum of five lakh rupees in case of a company and one lakh rupees in case of an officer who is in default
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Ministry of Corporate Affairs vide letter dated 17.03.2025, had rejected the form NDH-4 (Form for filing application for declaration as Nidhi and for updation of Status by Nidhi) filed by the company for violation of Sections 64(1) of the Companies Act, 2013 read with Rule 15 of (share Capital & Debenture Rules) 2014, which reads as follows;
2. Notice to be Given to Registrar for Alteration of Share Capital
(1) Where-
(a) a company alters its share capital in any manner specified in sub-section (1) of section 61;
(b) an order made by the Government under sub-section (4) read with sub-section (6) of section 62 has the effect of increasing authorised capital of a company; or
(c) a company redeems any redeemable preference shares,
the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such alteration or increase or redemption, as the case may be, along with an altered memorandum.
Rule 15: Notice to Registrar for Alteration of Share Capital
Where a company alters its share capital in any manner specified in sub-section (1) of section 61, or an order is passed by the Government increasing the authorized capital of the company in pursuance of sub-section (4) read with sub-section (6) of section 62 or a company redeems any redeemable preference shares [or a company not having share capital increases number of its members], the notice of such alteration, increase or redemption shall be filed by the company with the Registrar in[Form No. SH.7] along with the fee.
The Company had earlier filed Form NDH-4 after the due date, which was rejected for non-compliance with the Nidhi Rules as communicated through the Ministry?s rejection letter dated 17.03.2025. While the Company claimed an increase in authorized and paid-up capital in its reply, the requisite e-forms were not filed. Consequently, the Company has violated Section 64(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014, and Sections 39(4) of the Companies Act, 2013 read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, due to non-filing of Forms SH-7 and PAS-3.
Further, the company M/s. JAYAPRIYA GRAMA VALARCHI NIDHI LIMITED and its Managing Director Chinnasamy Rajagopalan Jayasankar have filed Adjudication application under section 454 of the Companies Act, 2013 in e-form GNL-1 vide SRN: AB9574308 dated 04.12.2025 and also submitted physical application for violation of Section 64(1) of the Companies Act, 2013 read with rule 15 of Companies (Share Capital and Debentures) Rules, 2014. In the said application, the Applicant submitted that the Company has increased its Authorized share capital from Rs.20 lacs to Rs.50 lacs and filed the form MGT-14 but when the Company tried to file form SH-7 for increase in Authorized Share Capital the MCA portal has shown an error message that “Filing of SH-7 is not allowed since NDH-4 is not approved against the Nidhi Company”. The Applicants further submitted that as the MCA portal is not allowing for filing form SH-7 for Nidhi Company without approval of Form NDH-4 the said non-filing of Form SH-7 and non-compliance of Section 64(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 is neither wanted nor willful default by the Company. The Applicant further requested to take lenient view and not to impose any penalty on the Applicants.
Pursuant to the Rejection letter dated 17.03.2025 and the adjudication application, it observed that the subject Company has violated Section 64(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 by not filing of SH-7. Hence, the company and its officers in default is liable for action under Section 64(2) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03500 on 02.02.2026. The Company vide letter dated 17.02.2026 submitted that the Company has unable to file form SH-7 for the said Increase of Authorized Share Capital for the reason that, MCA portal is not allowing the Company to file the E-form PAS-3 and SH-7 until the Form NDH-4 is approved by the Ministry. The Company further submitted that said non-compliance is neither wanted nor willful and further requested to take a lenient view and not to impose any penalty or alternatively impose very minimum penalty against the Company and its Directors/ officers because, the Company has not commenced any business till date and there is no income or turnover in the Company.
Further the Adjudicating Authority has issued notice for e-hearing on 18.02.2026 for e-hearing scheduled on 19.02.2026. The Company Secretary, Mr. Gururaj Sriram (CP.No.10872), the authorized representative attended the e-hearing scheduled on 19.02.2026 and made submissions that the violation may be adjudicated by imposing lesser penalty.
E. Order:
1. On perusal of the Adjudication Application and relevant forms, it is noticed that the Company has increased its Authorized Capital , however, the company has not filed e-Form SH-7 as mandated under Section 64(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 In view of the above, it is evident that the subject company and its officers in default are liable for penalty under Section 64(2) 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 | JAYAPRIYA GRAMA VALARCHI NIDHI LIMITED having CIN as U65990TN2022P LN155260 | 257000 | 0 | 500000 | |
| 2 | CHINNASAMY RAJAGOPALAN JAYASANKAR having DIN as 00202162 | 100000 | 0 | 100000 |
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
