The Registrar of Companies, Chennai imposed penalties on Theyagarayanagar Nidhi Limited and its directors for non-compliance with Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The default arose because the company failed to mention the occupation details of allottees in the list attached to Form PAS-3 filed on 29 December 2023. The non-compliance was identified after the Ministry rejected the company’s NDH-4 application. The company explained that many shareholders had expired, shifted residences, or failed to update their records, making it difficult to obtain complete particulars of successors and members. However, the adjudicating authority held that PAS-3 filings must contain complete details, including occupation of allottees, as mandated under the Rules. Since the directors and representatives failed to attend the scheduled e-hearing, the matter proceeded ex-parte. Penalties of ₹10,000 each were imposed on the company and five directors under Section 450 of the Companies Act, 2013.
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/04-2026/CN/02086 Dated: 12/05/2026
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 THEYAGARAYANAGAR NIDHI LIMITED [herein after known as Company] bearing CIN U67120TN1938PLC002917, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 15, RAMASWAMY STREETT NAGAR CHENNAI 600017 NA CHENNAI 600017 TAMIL NADU INDIA 600017
Individual details:
In the matter relating to SRINIVASACHARI RANGANATHAN ——-
In the matter relating to ANNAPOORNI RAMANI . ———
In the matter relating to HARIBASHYAM THIRUMALAI MADAPOOSI ——-
In the matter relating to RAMANI MAHALINGAM . ——–
In the matter relating to SEETHALAKSHMI . ———
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 – The 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. Theyagarayanagar Nidhi Limited (vide SRN: R33108564 dt 14.02.2020) wherein it was mentioned that the company has not mentioned the occupation of allotees in the list of allotees attached with Form PAS-3 (vide SRN: AA6488017 dated 29.12.2023) filed in MCA system, resulting in violation of Rule 12(2) of Companies ( Prospectus and Allotment of Securities) Rules, 2014.
Rule 12(2) of Companies ( Prospectus and Allotment of Securities) Rules, 2014 read as follows;
12 Return of Allotment: (2) 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 that the subject Company has violated the Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, the company and its officers in default are liable for action under Section 450 of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03174 on 31.12.2025. The Company vide letter dated 09.01.2026 submitted that a considerable number of such shareholders have expired over the years and the Company does not possess complete and updated particulars of their successors and several shareholders have shifted their place of residence without providing any forwarding address or updated contact particulars. They further submitted that notwithstanding the above constraints, they have taken considerable pains and exercised due diligence to trace such members and obtain updated particulars and further requested to take lenient view in the matter.
Further the Adjudicating Authority has scheduled e-hearing on 25.03.2026 and 06.04.2026. Neither the Directors nor their authorized representatives attended the e-hearing scheduled. Therefore, as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E. Order:
1. As per Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014, Form PAS-3 shall be filed along with a list of allottees stating their name, address, occupation and number of securities allotted to each of the allottees. However, the Company has failed to mention the occupation of the Allottees in the list of Allottees attached along with Form PAS-3 filed vide SRN AA6488017 dated 29.12.2023. In view of the above, the subject company has violated the Rule 12(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Hence, 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 | THEYAGARAYA NAGAR NIDHI LIMITED having CIN as U67120TN1938P LC002917 | 10000 | 0 | 200000 | |
| 2 | SRINIVASACHAR I RANGANATHAN having DIN as 00968250 | 10000 | 0 | 50000 | |
| 3 | ANNAPOORNI RAMANI . having DIN as 07529254 | 10000 | 0 | 50000 | |
| 4 | HARIBASHYAM THIRUMALAI MADAPOOSI having DIN as 08621318 | 10000 | 0 | 50000 | |
| 5 | RAMANI MAHALINGAM . having DIN as 02278521 | 10000 | 0 | 50000 | |
| 6 | SEETHALAKSHM I . having DIN as 02917302 | 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
