The Registrar of Companies initiated adjudication proceedings under Section 454 of the Companies Act, 2013 against a company and its officers for procedural defaults in a rights issue under Section 62. It was found that shares were allotted before receipt of full subscription money, with delays of up to 98 days, and that certain subscription amounts were received from third-party entities, affecting transaction traceability. These acts were treated as violations under Section 62 read with Section 450, which provides for penalties where no specific penalty is prescribed. Although the company argued that the transactions were carried out with shareholder consent and without mala fide intent, the authority observed that the lapse constituted a technical non-compliance. Considering the absence of fraud, misrepresentation, or wrongful gain, a lenient view was taken. Penalties were imposed on the company and its directors based on the period of default, and directions were issued for rectification and payment within the prescribed time.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/04-2026/DC/02049 | Dated: 24/04/2026
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 VARDHMAN AIRPORT SOLUTIONS LIMITED [herein after known as Company] bearing CIN U62100DL2014PLC263759, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 13 C AND 13 3, PLOT NO. 13 INDUSTRIAL AREA NAJAFGARH ROAD SOUTH WEST DELHI DELHI INDUSTRIAL AREA NEW DELHI WEST DELHI DELHI INDIA 110015
Individual details:
In the matter relating to ANSHUL JAIN __________
In the matter relating to SUSHIM JAIN ____________
In the matter relating to PRAVEEN KUMAR DUBEY ____________
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 – Whereas this office is in receipt of an application filed by the Company vide GNL-1 AC2860016 under Section 454 of the Companies Act, 2013 for adjudication of penalties in respect of procedural defaults committed in relation to allotment of shares under Section 62 of the Act And whereas, upon examination of the application and documents submitted, the following facts have emerged.
Facts of the CaseThe Company made allotment of shares on 28.03.2018 pursuant to a rights issue. However it is observed that Allotment before receipt of full consideration
The Company allotted shares before receiving full subscription money from shareholders, as detailed below Mrs. Abhilasha Jain ? Amount of Rs. 32,00,000 received on 12.06.2018 (i.e., 76 days after allotment Mr. Sushim Jain ? Balance amount of Rs. 8,95,455 received on 28.06.2018 (i.e., 92 days after allotment Mrs. Neelam Dubey ? Final amount of Rs. 2,50,000 received on 04.07.2018 (i.e., 98 days after allotment) This indicates that shares were allotted prior to receipt of full consideration. Receipt of subscription money from third-party entities It is further observed that certain amounts towards subscription were received from third-party entities instead of the bank accounts of respective shareholders, thereby affecting traceability and genuineness of the transaction.
3. Provisions Violated The above acts appear to be in violation of: Section 62 of the Companies Act, 2013 ? governing further issue of share capital read with Section 450 of the Companies Act, 2013 (residuary penalty provision), where no specific penalty is prescribed
4. From the above, it appears that: The Company has allotted shares without receipt of full consideration, which is a procedural irregularity
The Company has accepted subscription money from third parties, raising concerns on compliance and traceability Thus, the Company and its officers in default are liable for penalty under the provisions of the Act.
5. Notice Accordingly, you are hereby called upon to show cause within 15 days from the date of receipt of this notice as to why:
Penalty should not be imposed on the Company and its officers in default under Section 450 of the Companies Act, 2013 for the above-mentioned non-compliances
6. Opportunity of Hearing
You may:Submit a written reply along with supporting documents Indicate if you wish to avail personal hearing (physical or virtual) If no reply is received within the stipulated time, the matter shall be decided ex parte on the basis of available records.
2. hearing not opted by applicant
E. Order:
1. 1.Whereas this office is in receipt of an application filed by the Company vide GNL-1 (SRN: AC2860016) under Section 454 of the Companies Act, 2013 for adjudication of penalties in respect of procedural defaults committed in relation to allotment of shares under Section 62 of the Act.2.Whereas upon examination of the application and documents submitted, the following facts have emerged: The Company made allotment of shares on 28.03.2018 pursuant to a rights issue. However, it is observed that the Company allotted shares before receipt of full subscription money from shareholders, as detailed below: Mrs. Abhilasha Jain Amount of Rs 32,00,000 received on 12.06.2018 (i.e., 76 days after allotment)Mr. Sushim Jain Balance amount of Rs 8,95,455 received on 28.06.2018 (i.e., 92 days after allotment)Mrs. Neelam Dubey Final amount of Rs 2,50,000 received on 04.07.2018 (i.e., 98 days after allotment)This indicates that shares were allotted prior to receipt of full consideration.Further, it is observed that certain amounts towards subscription were received from third-party entities instead of the bank accounts of respective shareholders, thereby affecting traceability and genuineness of the transactions.3.Whereas the above acts appear to be in violation of Section 62 of the Companies Act, 2013 governing further issue of share capital read with Section 450 of the Companies Act, 2013 residuary penalty provision where no specific penalty is prescribed.4.Whereas from the above, it is observed that:The Company has allotted shares without receipt of full consideration, which constitutes a procedural irregularity. The Company has accepted subscription money from third parties, raising concerns regarding compliance, transparency, and traceability of transactions. However, the Company has submitted that the aforesaid transactions were undertaken with the knowledge and consent of the shareholders in their commercial wisdom, and that there was no mala fide intent or wrongful gain involved. The submission of the Company has been carefully considered. It is observed that the transactions pertain to a rights issue among identified shareholders, and the receipt of consideration appears to be procedural in nature without any element of fraud, misrepresentation, or prejudice to stakeholders. Further, there is no material on record to indicate diversion of funds or any unlawful enrichment. Accordingly, while the lapse indicates deviation from established procedural discipline and corporate governance standards, the same is viewed as a technical non -compliance without malafied intent warranting a lenient view. Whereas a Show Cause Notice was issued to the Company and its officers in default and the matter has been considered based on the submissions made and records available. Order In view of the above, it is concluded that the Company has contravened the provisions of Section 62 of the Companies Act, 2013. Accordingly, in exercise of powers conferred under Section 454(3) read with Section 450 of the Companies Act, 2013, penalty is hereby imposed as under Penalty Whereas for the purpose of adjudication under Section 450 of the Companies Act, 2013, the period of default has been considered as 98 days, being the maximum delay in receipt of subscription money from the date of allotment. As per the provisions of Section 450 of the Act, where a company or any officer of the company is in default in complying with any provision of the Act for which no specific penalty is provided, such company and every officer in default shall be liable to a penalty of Rs 10,000 and in case of a continuing default with a further penalty of Rs 1,000 for every day during which such default continues, subject to the prescribed maxis. In the present case, the Company as well as its officers in default (i.e., Directors) were responsible for ensuring compliance with the provisions relating to allotment of shares under Section 62 of the Act. Accordingly, the liability f r the aforesaid default extends not only to the Company but also to its directors who were in charge of and responsible for the conduct of the business of the Company at the relevant time. Accordingly, considering the period of default of 98 days and the facts and circumstances of the case, including the submissions made by the Company and the absence of mala fide intent, penalty is imposed on the Company and its Directors under Section 450 of the Companies Act, 2013.Vardhaman Airport Solutions Limited Rs 1,08,000/-Anshul Jain DIN 06716693 Rs 50,000/-Sushma Jain DIN 07903637 Rs50,000/-Praveen Kumar Dubey Rs 50,000/-Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non- compliance(s) of aforesaid allotment is adjudicated.
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 | VARDHMAN AIRPORT SOLUTIONS LIMITED having CIN as U62100DL2014P LC263759 | 108000 | 0 | 200000 | |
| 2 | ANSHUL JAIN having DIN as 06716693 | 50000 | 0 | 50000 | |
| 3 | SUSHIM JAIN having DIN as 07903637 | 50000 | 0 | 50000 | |
| 4 | PRAVEEN KUMAR DUBEY having DIN as 07903661 | 50000 | 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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
