ROC Chennai Imposes Penalty for Missing ‘Occupation’ Field in Form PAS-3 Attachments

In a significant ruling emphasizing the granularity required in corporate filings, the Registrar of Companies (ROC), Chennai, has penalized a Nidhi company and its directors for omitting mandatory details in the return of allotment. The adjudication order, dated January 8, 2026, highlights the strict interpretation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

This case serves as a critical reminder for corporate assessees and governance professionals that seemingly minor clerical omissions in Form PAS-3 can lead to broader regulatory hurdles, including the rejection of vital status applications like Form NDH-4.

To understand the gravity of the order, it is essential to examine the statutory provisions that govern the return of allotment and the penal mechanisms under the Companies Act, 2013.

The Mandate: Rule 12(2)

The core violation in this matter pertains to Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. This rule dictates the specific requirements for the list of allottees that must be attached to Form PAS-3.

Requirement under Rule 12(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."

The inclusion of the allottee's "occupation" is not optional when such information is available. It is a statutory requirement intended to ensure transparency regarding the demographic of the shareholders, which is particularly sensitive in the context of Nidhi companies.

The Penal Provision: Section 450

The Companies Act, 2013 contains specific penalty clauses for various non-compliances. However, where a specific penalty is not prescribed for a particular contravention, the Act utilizes a "catch-all" or residual penalty provision under Section 450.

Under this section, if a company or any officer contravenes any provision of the Act or its rules, and no specific penalty is provided elsewhere, the liable parties face:

  • A fixed penalty of ₹10,000.
  • In cases of continuing contravention, an additional penalty of ₹1,000 for each day the default continues.
  • The maximum cap is set at ₹2,00,000 for the company and ₹50,000 for an officer in default.