ROC Chennai Imposes Penalty Under Section 450 for Non-Compliance with Rule 14(6) — PAN and Email Missing from PAS-3 Allottee List

Overview of the Adjudication

The Registrar of Companies, Chennai, exercising adjudicatory powers conferred under Section 454 of the Companies Act, 2013, has passed a penalty order against a Nidhi company and its director for failing to furnish complete allottee details in Form PAS-3. The violation pertains to non-compliance with Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, which mandates that a return of allotment must be accompanied by a comprehensive list of allottees containing, among other things, the Permanent Account Number and email ID of each security holder.

The non-compliance came to light when the Ministry of Corporate Affairs rejected the company's NDH-4 application and flagged the deficiencies in the Form PAS-3 filed several years prior. Since neither the company nor the officer in default responded to the adjudication notice or appeared at the scheduled e-hearing, the proceedings were concluded on an ex parte basis and a penalty of ₹10,000 each was imposed on the company and the officer in default.

Appointment of the Adjudicating Officer

The Ministry of Corporate Affairs, through Gazette Notification No. S.O. 698(E) dated 10/02/2026, formally designated the undersigned as the Adjudicating Officer under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014. The authority vested in this officer extends to adjudging penalties for contraventions of applicable provisions of the Act.

Details of the Company and Officer in Default

Statutory Framework — The Legal Provisions at Play

Section 450 of the Companies Act, 2013

Section 450 of the Companies Act, 2013 serves as the residual penalty provision, applicable where a contravention of the Act or its rules does not attract a specific penalty elsewhere. The provision reads as follows:

"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 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."