The Registrar of Companies initiated adjudication proceedings under Section 454 of the Companies Act, 2013 against a company and its officers for non-compliance with statutory disclosure requirements in multiple preferential allotments/private placements. Examination of records revealed that, across 20 instances between 2022 and 2024, the company failed to disclose the name and address of the registered valuer in explanatory statements annexed to notices of general meetings, as mandated under relevant rules. Each omission was treated as a distinct violation, though adjudicated together due to their identical nature. Since no specific penalty is prescribed for such non-compliance, Section 450 was invoked. The authority held that repeated omissions indicated a pattern of non-compliance and imposed a penalty of ₹10,000 per instance. Accordingly, the company and each defaulting officer were levied penalties aggregating ₹2,00,000 each, with directions to rectify defaults and comply within the prescribed timeline.
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/02057 | 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 SWARA FINCARE LIMITED [herein after known as Company] bearing CIN U65999DL2020PLC364228, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. 17B AND 18B, THIRD FLOOR, GALI NO. 3, SIDHATRI ENCLAVE, UTTAM NAGAR NA NEW DELHI WEST DELHI DELHI INDIA 110059
Individual details:
In the matter relating to SUDHA AGARWAL_________________
In the matter relating to DEV VERMA_________________
In the matter relating to VINOD PRASAD_________________
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 has received GNL-1 applications, after examination of the documents , records available on the MCA-21 portal and the submissions made by the subject Company;
Whereas it is observed from the records that the Company had issued further share capital on a preferential basis/private placement and convened Extra-Ordinary General Meetings (EGMs) on the following dates for obtaining approval of the members by way of Special Resolution:
16.06.2022, 20.07.2022, 31.08.2022, 29.09.2022, 13.10.2022,21.10.2022, 31.01.2023, 15.02.2023, 31.03.2023, 19.05.2023, 07.06.2023, 04.07.2023,23.08.2023, 28.09.2023, 17.10.2023, 07.12.2023, 15.12.2023,24.01.2024, 15.05.2024, 27.06.2024 Whereas, the Company had issued notices of the aforesaid Extra-Ordinary General Meetings along with explanatory statements pursuant to the applicable provisions of the Companies Act, 2013;
Whereas, as per Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the explanatory statement annexed to the notice of the general meeting for issuance of securities on preferential basis/private placement is required to contain prescribed disclosures, including inter alia the name and address of the registered valuer who has performed the valuation for determining the issue price of the securities;
Whereas, upon examination of the records and submissions made by the Company, it is observed that in respect of each of the aforesaid Extra-Ordinary General Meetings, the explanatory statements annexed to the notices did not contain the disclosure regarding the name and address of the registered valuer.
Whereas such omission constitutes non-compliance with the mandatory disclosure requirements under the aforesaid rules. Whereas it is further observed that:
The aforesaid non-compliances have occurred on multiple occasions (20 instances) across financial years 2022, 2023 and 2024.
Each instance pertains to a separate corporate action and issuance of notice, thereby constituting distinct and independent violations, though similar in nature.
The repeated occurrence of such omissions indicates a pattern of non-compliance with statutory disclosure requirements. Whereas, no specific penalty is provided under the Companies Act, 2013 for such omission of disclosure under the aforesaid rules, and therefore the provisions of Section 450 of the Companies Act, 2013 are attracted, which provide that where a company or any officer of a company contravenes any provision of the Act or rules made thereunder for which no penalty or punishment is provided elsewhere, the company and every officer in default shall be liable to penalty as prescribed; Whereas, since the aforesaid violations:
relate to the same Company,
arise from identical nature of non-compliance, and involve contravention of the same set of rules, the same are proposed to be adjudicated in a consolidated manner, without prejudice to the fact that each instance constitutes a separate violation for the purpose of determination of penalty;
Now therefore, in exercise of the powers conferred under Section 454 of the Companies Act, 2013 read with the Companies (Adjudication of Penalties) Rules, 2014, the Company and its officers in default are hereby called upon to show cause within 15 (fifteen) days from the date of receipt of this notice as to why penalty should not be imposed under Section 450 of the Act for the aforesaid violations.
2. applicant has not opted
E. Order:
1. Whereas this office is in receipt of GNL 1 applications filed by the Company and upon examination of the documents and records available on the MCA 21 portal it is observed that the Company had issued further share capital on a preferential basis private placement and convened Annual and Extra Ordinary General Meetings EGMs on multiple occasions namely 16 06 2022 20 07 2022 31 08 2022 29 09 2022 13 10 2022 21 10 2022 31 01 2023 15 02 2023 31 03 2023 19 05 2023 07 06 2023 04 07 2023 23 08 2023 28 09 2023 17 10 2023 07 12 2023 15 12 2023 24 01 2024 15 05 2024 and 27 06 2024 for obtaining approval of members by way of Special Resolution Whereas the Company had issued notices of the aforesaid AGMs and EGMs along with explanatory statements pursuant to the provisions of the Companies Act 2013Whereas as per Rule 13 of the Companies Share Capital and Debentures Rules 2014 read with Rule 14 of the Companies Prospectus and Allotment of Securities Rules 2014 the explanatory statement annexed to the notice for issuance of securities on preferential basis and private placement is mandatorily required to disclose inter alia the name and address of the registered valuer who has performed the valuation for determining the issue price Whereas upon examination it is observed that in each of the aforesaid 20 instances the explanatory statements did not contain disclosure regarding the name and address of the registered valuer thereby resulting in non compliance with the mandatory disclosure requirements prescribed under the aforesaid rules Each such instance pertains to a separate corporate action and issuance of notice and is accordingly treated as an independent contravention Whereas no specific penalty is provided for such contravention under the Companies Act 2013 and accordingly the provisions of Section 450 of the Act are attracted Whereas the Company and its officers in default were issued a show cause notice under Section 454 of the Act and were afforded a reasonable opportunity of being heard Upon consideration of the facts and circumstances of the case the submissions made and the material available on record it is held that the Company and its officers in default have contravened the provisions of Rule 13 of the Company Capital and Debentures Rules 2014 read with Rule 14 of the Companies Prospectus and Allotment of Securities Rules 2014 attracting penalty under Section 450 of the Companies Act 2013Penalty Imposition Now therefore in exercise of the powers conferred under Section 454 of the Companies Act 2013 read with the Companies Adjudication of Penalties Rules 2014 and having regard to the facts and circumstances of the case it is observed that the violations relate to 20 distinct instances of non compliance Accordingly each instance has been treated as a separate contravention for the purpose of imposition of penalty In terms of Section 450 of the Companies Act 2013 a penalty of Rs 10000 per instance is imposed Therefore the total penalty is computed as follows SWARA FINCARE LIMITED CIN U65999DL2020PLC364228 Rs 200000 Rupees Two Lakhs only 20 instances Rs 10000 per instance Ms Sudha Agarwal DIN 06474424 Rs 200000 Rupees Two Lakhs only 20 instances Rs 10000 per instance Mr Dev Verma DIN 08250469 Rs 200000 Rupees Two Lakhs only 20 instances Rs 10000 per instance Mr Vinod Prasad DIN 08893514 Rs 200000 Rupees Two Lakhs only 20 instances Rs 10000 per instance The above penalties are imposed for the said 20 instances of non compliance in accordance with the provisions of Section 450 of the Companies Act 2013 and within the limits prescribed therein Further during the present adjudication proceedings from the material documents on records prima facie non compliances as mentioned above have been noticed In the present adjudication proceedings the non compliances mentioned above is only being adjudicated and the non compliances if any involving aforesaid or any other section under provision of Companies Act 2013 shall be taken up separately inccordance with the law for necessary action if any
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 | SWARA FINCARE LIMITED having CIN as 65999DL2020P LC364228 | 200000 | 0 | 200000 | |
| 2 | SUDHA AGARWAL having DIN as 06474424 |
50000 | 150000 | 50000 | |
| 3 | DEV VERMA having DIN as 08250469 | 50000 | 150000 | 50000 | |
| 4 | VINOD PRASAD having DIN as 08893514 | 50000 | 150000 | 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
