The Registrar of Companies, Bangalore, passed an adjudication order imposing penalties under Section 454 read with Section 450 of the Companies Act, 2013 for violation of Section 62(1)(c) and Rule 13(3) relating to preferential allotment. The company allotted 16,766 equity shares at ₹334 per share, while the registered valuer determined the fair value at ₹334.59 per share. The company assumed rounding off was permissible, resulting in allotment below the prescribed valuation price. Upon identifying the non-compliance, the company rectified the default by recovering the differential amount of ₹0.59 per share along with 12% interest, which was acknowledged by the Board. Despite rectification, the authority held that the violation had occurred and attracted penalty under Section 450. Accordingly, a penalty of ₹10,000 each was imposed on the company and its officers. The authority also clarified that the benefit of lesser penalty for small companies was not applicable.
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/01948 | Dated: 16/04/2026
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. 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, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to NETANALYTIKS TECHNOLOGIES LIMITED [herein after known as Company] bearing CIN U74900KA2015PLC078233, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 91 SPRINGBOARD GOPALA KRISHNA COMPLEX NO45/3 RESIDENCY RD MG RD MUSEUM ROAD BANGALORE NORTH BANGALORE KARNATAKA INDIA 560025
Individual details:
In the matter relating to LAKSHMINARAYANA ULLALA __________
In the matter relating to SHANKARA ANANTHARAMAIAH CHILKUNDA_____________
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 l[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 has filed a suo-motu adjudication application admitting violation of provision of section 62(1)(c) of the Companies Act, 2013 (the Act) read with provisions of Rule 13 of the Companies (Share Capital and Debenture) Rules, 2014 (the Rules).
As per application, the Board of Directors of the applicant company has decided to raise funds by way of preferential allotment and obtained the valuation report from the Registered Valuer, determining the fair value of the shares to be Rs. 334.59 for each equity shares of Rs. 10.
The company had approved the preferential allotment of 16,766 shares at price of Rs. 334 per share in the Board meeting and thereafter in Shareholders Meeting held on 15.03.2022 assuming the price arrived at by the Registered Valuer could be rounded off. Accordingly, the company allotted 16,766 equity shares at a price of Rs. 334/- each to the identified persons and filed the return of allotment in the prescribed manner thereafter.
As per Rule 13(3) of the Rules, the price of shares to be issued on preferential basis shall not be less than the price determined on the basis of valuation report of a registered valuer.
Thus, the allotment of shares for preferential allotment made by the company should not have been made at price less than value of Rs. 334.59/- as per the valuation report.
Upon noticing the said non-compliance, the company rectified the default by recovering remaining Rs. 0.59 per share along with interest at rate of 12%. The receipt of this differential amount was acknowledged by the Board of Directors on 17.02.2025.
In view of the above facts, it can be concluded that the preferential allotment made by the company at price lower than the price arrived at by the Registered Valuer resulted into violation of provision of Section 62(1)(c) read with Rule 13(3) of the Rules rendering the company and its officers in default liable for penalty under section 450 of the Act.
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 a suo-motu adjudication application admitting violation of provision of section 62(1)(c) of the Companies Act, 2013 (the Act) read with provisions of Rule 13 of the Companies (Share Capital and Debenture) Rules, 2014 (the Rules).
As per application, the Board of Directors of the applicant company has decided to raise funds by way of preferential allotment and obtained the valuation report from the Registered Valuer, determining the fair value of the shares to be Rs. 334.59 for each equity shares of Rs. 10.
The company had approved the preferential allotment of 16,766 shares at price of Rs. 334 per share in the Board meeting and thereafter in Shareholders Meeting held on 15.03.2022 assuming the price arrived at by the Registered Valuer could be rounded off. Accordingly, the company allotted 16,766 equity shares at a price of Rs. 334/- each to the identified persons and filed the return of allotment in the prescribed manner thereafter.
As per Rule 13(3) of the Rules, the price of shares to be issued on preferential basis shall not be less than the price determined on the basis of valuation report of a registered valuer.
Thus, the allotment of shares for preferential allotment made by the company should not have been made at price less than value of Rs. 334.59/- as per the valuation report.
Upon noticing the said non-compliance, the company rectified the default by recovering remaining Rs. 0.59 per share along with interest at rate of 12%. The receipt of this differential amount was acknowledged by the Board of Directors on 17.02.2025.
In view of the above facts, it can be concluded that the preferential allotment made by the company at price lower than the price arrived at by the Registered Valuer resulted into violation of provision of Section 62(1)(c) read with Rule 13(3) of the Rules rendering the company and its officers in default liable for penalty under section 450 of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 28.03.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 30.03.2026. 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.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | NETANALYTIKS TECHNOLOGIES LIMITED having CIN as U74900KA2015P LC078233 | 10000 | 0 | 200000 | |
| 2 | LAKSHMINARAY ANA ULLALA having DIN as 07005391 | 10000 | 0 | 50000 | |
| 3 | S HAN KARA ANANTHARAMAI AH CHILKUNDA having DIN as 07005503 | 10000 | 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 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
