The adjudication by ROC Mumbai under Sections 39(5) and 454 of the Companies Act, 2013 concerned Wellness Forever Medicare Limited and its officers regarding delayed filing of E-form PAS-3 for the return of allotment of shares. The company had allotted 9,000 equity shares under its Employee Stock Ownership Plan on 09.03.2023, with the return due by 08.04.2023, but filed PAS-3 on 27.04.2023, resulting in a 20-day delay. No response or request for hearing was submitted by the company or officers. The Adjudicating Officer observed the contravention of Section 39(4) and imposed a penalty of ₹20,000 on the company and each officer in default—Gulshan Haresh Bakhtiani, Mohan Ganpat Chavan, Ashraf Mohammed Biran, and Gaurav Chiman Shah—at ₹1,000 per day of delay. Officers are directed to pay the penalty via the MCA e-Adjudication portal within 90 days. Appeals may be filed with the Regional Director within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/11-2025/MB/00843 Dated: 12/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 39(5) 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 WELLNESS FOREVER MEDICARE LIMITED [herein after known as Company] bearing CIN U24239MH2008PLC178658, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 7TH FLOOR, WING A, EMPIRE PLAZA, IT PARK, LBS MARG, VIKHROLI (WEST), NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400083
Individual details:
In the matter relating to GULSHAN HARESH BAKHTIANI [herein after known as individual] having DIN 00172374 and having its address at ________
In the matter relating to MOHAN GANPAT CHAVAN [herein after known as individual] having DIN 00249979 and having its address at ________
In the matter relating to ASHRAF MOHAMMED BIRAN [herein after known as individual] having DIN 01716606 and having its address at ________
In the matter relating to GAURAV CHIMAN SHAH [herein after known as individual] having DIN 07801174 and having its address at ________
C. Provisions of the Act:
In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the office of the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application dated 23.05.2025 filed by the Company and its three Whole Time Directors namely Mr. Mohan Ganpat Chavan (DIN: 00249979), Mr. Ashraf Mohammed Biran (DIN: 01716606), Mr. Gulshan Haresh Bakhtiani, (DIN: 00172374) (hereinafter referred to as the Applicants) under section 454 read with section 39(5) of the Act for violation of Section 39(4) of the Companies Act, 2013 on account of delay in filing of Form PAS-3 for return of allotment of shares.
Whereas the applicants have stated that the Company made allotment of 9,000 equity shares under its Employee Stock Ownership Plan policy on 09.03.2023 to Mr. Harshal Thakker and the due date of filing E-form PAS-3 for the same within 30 days of allotment that is by 08.04.2023. However, the said form was filed on 27.04.2023, vide SRN AA2187874 after a delay of 20 days, in contravention of the provisions of section 39(4) of the Act.
2. No reply was received to the said Show Cause Notices dated 16.09.2025 on E-adjudication portal nor did the noticees request for E-hearing. The Adjudicating officer was also of the view that no hearing is required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/08-2025/MB/02337 dated 16.09.2025 was issued to the Company and its Officers in default namely Gulshan Haresh Bakhtiani, Mohan Ganpat Chavan, Ashraf Mohammed Biran and Gaurav Chiman Shah (hereinafter referred to as the Noticees) under Section 454 read with Section 39(5) of the Act.
B.No reply was received to the said Show Cause Notices dated 16.09.2025 on E-adjudication portal nor did the noticees request for E-hearing. The Adjudicating officer was also of the view that no hearing is required in the instant case.
C.On perusal of the instant suo-motu adjudication application and E-Filing of the Company on the MCA-21 portal, it is observed that the Company has made allotment of 9,000 equity shares to Mr. Harshal Thakker on 09.03.2023 and was required to file Return of Allotment in E-form PAS-3 within 30 days of allotment, that is on or before 08.04.2023. However, the said form was filed on 27.04.2023 vide SRN AA2187874 after a delay of 20 days, which resulted in the contravention of provisions of section 39(4) of the Act. Thus, the Company and its Officers in default shall be liable to a penalty of Rs.1000/-per day for continued default of 20 days, aggregating to Rs.20,000/- (Rupees Twenty Thousand only) each under the provisions of Section 39(5) of the Act.
D.Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose a penalty of Rs.20,000/- (Rupees Twenty Thousand only) on the Company and its every Officer in default namely Gulshan Haresh Bakhtiani (Whole-time Director), Mohan Ganpat Chavan(Whole-time Director), Ashraf Mohammed Biran (Whole-time Director) and Gaurav Chiman Shah (CFO (KMP)) under Section 39(5) of the Act.
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 | WELLNESS FOREVER MEDICARE LIMITED having CIN as U24239MH2008P LC178658 | No Rectification of Default is required | 20000 | 0 | 100000 |
| 2 | GULSHAN HARESH BAKHTIANI having DIN as 00172374 |
No Rectification of Default is required | 20000 | 0 | 100000 |
| 3 | MOHAN GANPAT CHAVAN having DIN as 00249979 | No Rectification of Default is required | 20000 | 0 | 100000 |
| 4 | ASHRAF MOHAMMED BIRAN having DIN as 01716606 | No Rectification of Default is required | 20000 | 0 | 100000 |
| 5 | GAURAV CHIMAN SHAH having DIN as 07801174 | No Rectification of Default is required | 20000 | 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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
