The Registrar of Companies, Pune passed an adjudication order under Section 454 of the Companies Act, 2013 against Innoctive Technologies Private Limited and its directors for violation of Section 42(8) relating to delayed filing of return of allotment in Form PAS-3. The company had allotted 226 Compulsorily Convertible Preference Shares (CCPS) through private placement pursuant to resolutions passed in January and February 2022. Under Section 42(8), the company was required to file Form PAS-3 within 15 days from allotment, but the form was filed on 06.04.2022 instead of the due date of 19.02.2022, resulting in a delay of 46 days. The company admitted the default and argued that all procedural lapses related to a single integrated transaction and should not attract multiple penalties. However, the ROC held that Section 42(9) specifically provides a separate penalty for delayed filing of PAS-3. Considering the company’s recognised startup status under Section 446B, penalties of Rs. 23,500 each were imposed on the company and directors.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
PCNTDA Green Building, BLOCK A, 1st & 2nd Floor , Near Akurdi Railway Station, Akurdi, Pune, Maharashtra, India,
411044
Phone: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/05-2026/PU/02113 Dated: 08/05/2026
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. 831(E) dated 24/03/2015 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 INNOCTIVE TECHNOLOGIES PRIVATE LIMITED [herein after known as Company] bearing CIN U72900PN2017PTC171480, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at S. NO. 232/1, WING NO. A1 LALWANI VASTU, SAKORE NGR. NA PUNE PUNE MAHARASHTRA INDIA 411014
Individual details:
In the matter relating to VIDYADHAR SHINDE ——–
In the matter relating to RAJU SALVE——
In the matter relating to DEEPESH KURUPPATH ——
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 a suo-motto application u/s 454 of the Companies Act, 2013 for adjudication of default under section 42(4) of the Act. In the application it is submitted that the company had passed a Special Resolution by convening EoGM dated 27.01.2022 to offer & issue 226, 0.01% Compulsorily Convertible Preference Shares (CCPS) through Private Placement on preferential basis, in accordance with the provisions of Section 42, 55,62 and other applicable provisions of the Companies Act, 2013. Furthermore, the company has passed a board resolution by convening a Board Meeting dated 04.02.2022 to allot 226 CCPS to the identified investor.
Section 42(8) of the companies Act 2013 requires the company making any allotment of securities under this section, to file with the Registrar a return of allotment within fifteen days from the date of the allotment in such manner as may be prescribed, including a complete list of all allottees, with their full names, addresses, number of securities allotted and such other relevant information as may be prescribed. However, the company in its application submitted that the Company has made the allotment in its Board Meeting dated 4th February 2022, and the due date to submit e-Form PAS-3 was 19th February 2022. However, the Company has filed e-Form PAS-3 on 6th April 2022 vide SRN T94155306 with a delay of 46 days.
Hence, there is violation of section 42(8) of the Companies Act, 2013 and the company and director who are in default are liable for penal action u/s 42(9) of the Companies Act, 2013 and are hereby called upon to show cause as to why penal action under Section 42 (9) of the Companies Act, 2013 should not be initiated for the alleged violation of the provisions of the section 42 (8) of the said acts, who may submit objections/ reply, if any.
2. Adjudicating Officer is also of the view that the e-hearing is not required in the instant case.
E. Order:
1. (A) The company has filed a suo-motto application u/s 454 of the Companies Act, 2013 for adjudication of default under section 42 of the Companies Act, 2013. In the application it is submitted that the company had passed a Special Resolution by convening EoGM dated 27.01.2022 to offer & issue 226, 0.01% Compulsorily Convertible Preference Shares (CCPS) through Private Placement on preferential basis, in accordance with the provisions of Section 42, 55,62 and other applicable provisions of the Companies Act, 2013. In the application the company had pointed out separate procedural non-compliances relating to the same issue. In the instant case the notice has been issued for delay in filing of Return of Allotment in PAS-3. Accordingly, adjudication notices were issued to the company and officers in default, who, pursuant to the notice, have submitted their replies.
(B) Submissions of the company:
a. The company in the reply has submitted that all the violations pertain to one single offer and allotment of securities. There was no second offer, no multiple allotments, no repeated violations, no investor grievance, and no wrongful gain or loss to any party.
b. It has also been submitted by the company that the Company internally identified certain procedural lapses in the conduct of the private placement and, on its own initiative, filed the Adjudication Application suo moto and voluntarily without any inspection, inquiry, or prosecution having been initiated.
c. All the alleged procedural lapses, if any, arose within the framework of a single private placement offer made to one identified investor. The transaction pertains to one integrated offer and allotment process.d. Section 42(10) provides for penalty in respect of a ?contravention of this section? and does not contemplate contravention of each sub-section independently as a separate penal event. The statutory ceiling of penalty is computed transaction-wise, with reference to the ?amount involved in the offer or invitation,? and not sub-section-wise.
e. It is respectfully submitted that the legislature has consciously not employed language such as ?for each such failure,? ?for every default,? or ?for each subsection? ? phraseology which it has expressly used in other provisions where multiplicative or continuing penalties are clearly intended (for instance, Sections 17(2), 53(3), 92(5), 117(2), 137(3), 140(3) and 159 of the Companies Act, 2013, each of which specifically prescribes a per-day or per-default accruing penalty structure).
f. Imposing separate penalties for separate procedural lapses, all arising from one integrated private placement transaction, would result in disproportionate penal consequences entirely inconsistent with the legislative intent of Section 42(10) and the principles of proportionality and fairness.
g. Accordingly, the company has prayed for passing a single consolidated adjudication order covering all alleged defaults under Section 42, thereby imposing a single consolidated penalty, and not multiplicative penalties for each procedural deviation.h. The Company further submits that it qualifies as a recognised Startup and also as a Small Company within the meaning of Section 2(85) of the Companies Act, 2013. Accordingly, it is entitled to the benefit of lesser penalty as contemplated under Section 446B of the Act.
(C) The replies of the noticeees were perused. The company has accepted the default of failure to file the return of allotment in PAS-3 within specified time period as required under Section 42 (8) of the companies Act, 2013. The delay in filing the said form is of 46 days. The violation of Section 42 (8) invites the penalty under section 42 (9) of the Act which has been separately prescribed and is not included in Section 42 (10) which talks about the company making an offer or accepting money in contravention of the provisions. Section 42 (9) envisages separate penalty for the default in filing of Return of Allotment in PAS-3 which is require to be treated separately. Further, the company is duly recognized as a start-up by the Department of Promotion of Industry and Internal Trade (DPIIT). Thus, provision of Section 446B of the Act is applicable in the instant case.
(D) Thus, in background of foregoing, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the replies submitted in response to the notice issued, I hereby impose the penalty on the officers in default for default under section 42 (8) of the Companies Act, 2013 punishable under section 42 (9) of the Act as under.
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 | INNOCTIVE TECHNOLOGIES PRIVATE LIMITED having CIN as U72900PN2017P TC171480 | 23500 | 0 | 2500000 | |
| 2 | VIDYADHAR SHINDE having DIN as 02418420 | 23500 | 0 | 2500000 | |
| 3 | RAJU SALVE having DIN as
02437002 |
23500 | 0 | 2500000 | |
| 4 | DEEPESH KURUPPATH having DIN as 07856662 | 23500 | 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 Navi Mumbai 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.
Parvez Naikwadi,
Registrar of Companies
ROC Pune
