The Registrar of Companies, Bangalore, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 42(8) relating to delayed filing of return of allotment. The company issued Non-Convertible Debentures (NCDs) through private placement, allotting them on 07.09.2024 but filed Form PAS-3 only on 08.10.2024 instead of the prescribed deadline of 22.09.2024, resulting in a 15-day delay. This constituted a default attracting penalty under Section 42(9). Considering the company’s recognition as a startup and eligibility for lesser penalty under Section 446B, reduced penalties of ₹7,500 each were imposed on the company and three officers in default. A non-executive director appointed during the relevant period was excluded from liability. The order directed payment within 90 days and allowed appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/04-2026/BL/01947 | Dated: 16/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 42(9) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 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, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to TECHFINO CAPITAL PRIVATE LIMITED [herein after known as Company] bearing CIN U65999KA2018PTC114532, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at DSR TECHNO CUBE BBMP KATHA NO.639/645/1, SURVEY NO.68, VILLAGE, VARTHUR ROAD, NEXT TO SKR KALYAN MANTAPA, THUBARAHALLI KUNDALAHALLI BANGALORE NORTH BANGALORE KARNATAKA INDIA 560037
Individual details:
In the matter relating to JAYAPRAKASH PATRA …………..
In the matter relating to RATIKANTA SATAPATHY…………..
In the matter relating to RAJESH KUMAR PANDA…………….
In the matter relating to SHARAD AGGARWAL……………..
C. Provisions of the Act:
If a company defaults in filing the return of allotment within the period prescribed under sub-section (8), the company, its promoters and directors shall be liable to a penalty for each default of one thousand rupees for each day during which such default continues but not exceeding twenty-five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed an application on 17.09.2025 admitting violation of provision of Section 42(8) of the Companies Act, 2013 (the Act). As per facts stated in this application, the company made an offer for NCDs on 10.08.2024 by way of private placement under Section 42 of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The offer was approved by way of a special resolution passed by the members at an extra ordinary general meeting held on 09.08.2024. The offer for private placement opened on 10.08.2024 and closed on 06.09.2024. The NCDs were allotted upon receipt of subscription amount at the Board Meeting held on 07.09.2024.
As per the Section 42(8) of the Act, the company shall file a return of allotment within fifteen days from the date of allotment i.e. by 22.09.2024 considering the date of allotment as 07.09.2024.
As per Application, the Return of Allotment was filed in Form PAS-3 vide SRN AB1386342 dated 08.10.2024.
In view of the above, since the Company allotted the NCDs on Private Placement basis on 07.09.2024 and filed the Return of Allotment on 08.10.2024,this resulted into violation of provision of Section 42(8) of the Act and the company and its officers in default have violated this provision of the Act for duration from 23.09.2024 till 08.10.2024 i.e. 15 days rendering them liable for penalty under Section 42(9) of the Act.
The company has furnished the Certificate of Recognition issued by DPI IT recognizing the company as startup on 01.01.2019. The certificate is valid till 10 years from date of incorporation which is 05.07.2018 and turnover as seen from MGT-7 filed by the company did not exceed Rs. 100 Crores. Hence, the provision of imposing lesser penalty as per the section 446B of the Act shall be applicable in the case.
2. The company and officers in default have not asked for a hearing and same was not provided. The order is issued based on the application, notice for adjudication and replies received.
E. Order:
1. The company has filed an application admitting violation of provision of Section 42(8) of the Companies Act, 2013 (the Act). As per facts stated in this application, the company made an offer for NCDs on 10.08.2024 by way of private placement under Section 42 of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
The offer was approved by way of a special resolution passed by the members at an extra ordinary general meeting held on 09.08.2024. The offer for private placement opened on 10.08.2024 and closed on 06.09.2024. The NCDs were allotted upon receipt of subscription amount at the Board Meeting held on 07.09.2024.
As per the Section 42(8) of the Act, the company shall file a return of allotment within fifteen days from the date of allotment i.e. by 22.09.2024 considering the date of allotment as 07.09.2024.
As per Application, the Return of Allotment was filed in Form PAS-3 vide SRN AB1386342 dated 08.10.2024.
In view of the above, since the Company allotted the NCDs on Private Placement basis on 07.09.2024 and filed the Return of Allotment on 08.10.2024,this resulted into violation of provision of Section 42(8) of the Act and the company and its officers in default have violated this provision of the Act for duration from 23.09.2024 till 08.10.2024 i.e. 15 days rendering them liable for penalty under Section 42(9) of the Act.
The company has furnished the Certificate of Recognition issued by DPI IT recognizing the company as startup on 01.01.2019. The certificate is valid till 10 years from date of incorporation which is 05.07.2018 and turnover as seen from MGT-7 filed by the company did not exceed Rs. 100 Crores. Hence, the provision of imposing lesser penalty as per section 446B of the Act shall be applicable in the case.
Pursuant to the adjudication application filed by the company, show cause notice dated 27.03.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 30.03.2026. The Company and Officer in default have submitted reply on the e-Adjudication portal on 11.04.2026 stating, inter alia, that ? as per SCN, penalty imposed upon Mr. Sharad Aggarwal and treating him as an officer in default. It is submitted that Mr. Sharad Aggarwal had been appointed as Additional Non-Executive director of the company on 21.08.2024 and he is not responsible for the compliance pertaining to the transaction.
Further, as per MCA records, the company has filed DIR 12 vide SRN AB0470464 dated 16.09.2024, the Mr. Sharad Aggarwal appointed as Additional Non-Executive Director on 21.08.2024. Hence, he is Non-Executive Director, penalty has not been imposed to Mr. Sharad Aggarwal.
Further, the company and its officers in default have opted for no hearing in the matter and hence, the same has not been provided. This order is issued based on the application, notice for adjudication, and the replies received.
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 | TECH Fl NO CAPITAL PRIVATE LIMITED having CIN as U65999KA2018P TC114532 | 7500 | 0 | 2500000 | |
| 2 | JAYAPRAKASH PATRA . having DIN as 08173623 | 7500 | 0 | 2500000 | |
| 3 | RATIKANTA SATAPATHY having DIN as 08285737 |
7500 | 0 | 2500000 | |
| 4 | RAJESH KUMAR PANDA having DIN as 08682733 | 7500 | 0 | 2500000 | |
| 5 | SHARAD AGGARWAL having DIN as 00629816 |
0 | 0 | 2500000 |
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 Bangalore 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
