The Registrar of Companies, Chennai passed an adjudication order on 21 January 2026 imposing penalties under Section 454 read with Section 450 of the Companies Act, 2013 for non-compliance with Section 62(1)(c). The case arose from a suo motu adjudication application filed for violations relating to the private placement/preferential allotment of compulsorily convertible debentures, where the company failed to obtain a mandatory valuation report from a registered valuer. Although shareholder approval had been obtained, the absence of valuation was held to be a statutory breach attracting penalty. Taking into account that the company was recognised as a start-up and had incurred losses, the Adjudicating Officer invoked Section 446B and imposed a reduced penalty of ₹5,000 each on the company and its two directors. The order directed rectification of the default and payment of penalty within 90 days, clarified appeal rights, and warned of further consequences in case of non-compliance.
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/01-2026/CN/01367 | Dated: 21/01/2026
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 BON FRESH FOODS PRIVATE LIMITED [herein after known as Company] bearing CIN U15131TN2016PTC111709, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO: 2/56, 7TH STREET, U BLOCK, ANNA NAGAR NA CHENNAI CHENNAI TAMIL NADU INDIA 600040
Individual details:
In the matter relating to MOHAMED YUSUFF JAHABAR SADIQUE ……………….
In the matter relating to SADAGOPAN BALAJI …………..
KANCHEEPURAM TAMIL NADU INDIA 600116
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 Company Bon Fresh Foods Private Limited and its directors Mr. Mohamed Yusuff Jahabar Sadique and Mr. Sadagopan Balaji have filed adjudication application in e-form GNL-1 vide SRN: N26560979 dated 10.01.2025 and also submitted physical application on 16.01.2025 for violation of Section 42 of the Companies Act, 2013.
The applicant submitted that the company had issued and allotted 59,50,000 compulsorily convertible Debentures (CCD) of Rs.10/- each to various investors by way of Private Placement/Preferential Allotment pursuant to the sanction accorded by the shareholders of the company at their meeting convened on 15.10.2019.
However, the company had failed to obtain a valuation report from a Registered Valuer for issuance of the CCDs as specified under Section 62(1)(c) of the Companies Act, 2013
The Provision of Section 62(1)(c) states that, Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered, (c) to any persons, if it is authorized by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer, subject to the compliance with the applicable provisions of Chapter III and any other conditions as may be prescribed
2. The Adjudicating Authority had issued noticed for e-adjudication on 27.11.2025. The Company vide letter dated 04.12.2025 submitted that the Company continues to be recognized as a start-up at from the date of the aforesaid contravention to the date of this letter and the Company has been incurring losses and is currently not in a financial position to bear higher penalties and further, submitted that imposition of a higher penalty would adversely affect the interest of its stakeholders. The company further requested to consider imposition of a lesser penalty, i.e., one-half of the amount stipulated under section 450 of the Companies Act, 2013. Further, the Adjudicating Authority had issued notice on 30.12.2025 for e-hearing scheduled on 30.12.2025. Mr. T H Vijay Prasad, Practicing Company Secretary appeared for the e-hearing scheduled on 30.12.2025 and submitted that, a lesser penalty may be considered, as the company is recognized as a start-up.
E. Order:
1. The Company Bon Fresh Foods Private Limited and its Directors Jahabar Sadique and Sadagopan Balaji have filed E-Form GNL-1 vide SRN: N26560979 dated 10.01.2025 and have also submitted a physical Suo-moto adjudication application under Section 454 of the Companies Act, 2013 for the non-compliance of provisions of Section 42 and 62 of the Companies Act, 2013. Pursuant to the Adjudication Application it is noticed that, the Company had issued and allotted 59,50,000 compulsorily convertible debentures (CCD) of Rs.10/- each to various investors by way of private Placements/ Preferential Allotment pursuant to the sanction accorded by the Shareholders of the Company at their meeting convened on 15.10.2019. However, the company had failed to obtain a valuation report from a Registered Valuer for the issuance of the CCDs as mandated under Section 62(1)(c) of the Companies Act, 2013.
In view of the above, it is evident that the Company had violated Section 62(1) of the Companies Act, 2013 Therefore, the Company and its officers in default are liable for penal action under Section 450 of the Companies Act, 2013.
Considering the fact that the Company is recognized as a startup by the DPIIT, I am inclined to impose lesser penalty on the Company and its Officers in default, in accordance with the provisions of Section 446B 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 | BON FRESH FOODS PRIVATE LIMITED having CIN as U15131TN2016P TC111709 | 5000 | 0 | 200000 | |
| 2 | MOHAMED YUSUFF JAHABAR SADIQUE . having DIN as 05223992 |
5000 | 0 | 50000 | |
| 3 | SADAGOPAN BALAJI . having DIN as 07485814 | 5000 | 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
