The Registrar of Companies, Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013, against a company and its officers for violating Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 read with Section 62(1)(c). The violation arose due to failure to disclose required details (points v to xi) in the explanatory statement for an Extraordinary General Meeting held on 22.05.2021. The company filed a suo-motu adjudication application admitting the default. Considering its recognition as a startup by DPIIT and eligibility under Section 446B, reduced penalties were imposed. A penalty of ₹5,000 each was levied on the company and three defaulting officers, with no additional daily penalty. The noticees opted not to seek a hearing, and the order was passed based on submissions. They are required to rectify the default and pay penalties within 90 days, with an option to 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/01943 | 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 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__________________
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 has filed a suo-motu adjudication application on 18.07.2025 for admitting violation of provision of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 wherein it was required to make the disclosures specified under said Rule in the Explanatory Statement annexed to the notice of the Extra Ordinary General Meeting held on 22.05.2021 and the company failed to make disclosures specified under point no. (v) to (xi) of the Rule 13(2)(d) of the said Rules. Thereby, the Company and officers in default have violated the provisions of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 read with Section 62(1)(c) of the Companies Act, 2013.
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 Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 wherein it was required to make the disclosures specified under said Rule in the Explanatory Statement annexed to the notice of the Extra Ordinary General Meeting held on 22.05.2021 and the company failed to make disclosures specified under point no. (v) to (xi) of the Rule 13(2)(d) of the said Rules. Thereby, the Company and officers in default have violated the provisions of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 read with Section 62(1)(c) of the Companies Act, 2013.
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 27.03.2026. The Company and Officer in default have submitted reply on the e-Adjudication portal on 11.04.2026 stating, inter alia, that ? the company has been duly recognised as a ?Start-up company? by the Department for Promotion of Industry and Internal Trade (DPIIT) and requested to impose penalty as per section 446B of the Companies Act, 2013.
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.
The company has furnished the Certificate of Recognition issued by DPIIT 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 details of penalty imposed on the company, officers in default and others are shown in 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 | TECHFINO CAPITAL PRIVATE LIMITED having CIN as U65999KA2018P TC114532 | 5000 | 0 | 200000 | |
| 2 | JAYAPRAKASH PATRA . having DIN as 08173623 | 5000 | 0 | 50000 | |
| 3 | RATIKANTA SATAPATHY having DIN as 08285737 | 5000 | 0 | 50000 | |
| 4 | RAJESH KUMAR PANDA having DIN as 08682733 | 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 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
