The Registrar of Companies (ROC), Haryana, imposed a penalty under Section 450 of the Companies Act, 2013 for violation of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. The company had passed a special resolution on 29 July 2023 for preferential allotment of 2,480 equity shares issued for consideration other than cash pursuant to a consultancy agreement. However, while filing e-Form MGT-14 for the special resolution, the authorized signatory incorrectly selected the filing purpose as “other” instead of “allotment of securities.” The company voluntarily disclosed the default through Form GNL-1, admitted that the error was inadvertent, and sought a hearing. During adjudication, it was established that the company qualified both as a Small Company and a recognised Start-up. Accordingly, applying Section 446B, the ROC reduced the applicable penalty by half and imposed a penalty of ₹5,000 on the director responsible for the default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Haryana
3rd Floor, Corporate Bhawan, Plot No.4-B, Sector 27-B, Chandigarh, Haryana, India, 160019
Phone: 011-26235703
E-mail: roc.haryana@mca.gov.in
Order ID: PO/ADJ/03-2026/HR/01910 | Dated: 04/06/2026
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. 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 THEGOT HOSPITALITY PRIVATE LIMITED [herein after known as Company] bearing CIN U15549HR2020PTC085935, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 8TH FLOOR, BUILDING NO.8, TOWER C, DLF CYBER HUB, NA GURGAON GURGAON HARYANA INDIA 122002
Individual details:
In the matter relating to ARMAAN BINDRA…….
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 – That this office is in receipt of suo moto application for adjudication through Form GNL-1 vide SRN N00884544 (dated 08.10.2024) and N31182645 (dated 10.06.2025) for default of various provisions of the Companies Act, 2013 r/w Rules specified therein.
i. That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 29.07.2023 for the issuance of 2,480 Equity shares on preferential basis at face value of Rs. 10/- each and premium of Rs. 484.50/- each to Mr. Pranav Dahiya in lieu of Consultancy agreement. The offer letter (Form PAS-4) was circulated on the same date through e-mail. The issuance of securities was made for consideration other than cash and 2,480 Equity shares were allotted by passing Board resolution dated 08.08.2023.
ii. On perusal of documents, it is observed that the e-form MGT-14 filed for Special resolution of Extra-ordinary General Meeting held on 29.07.2023 was filed vide SRN: AA4358354 on 24.08.2023 and Sh. Armaan Bindra (authorized signatory/Director) had filed said e-form wherein purpose of filing e-form has been wrongly mentioned as ‘other’ instead of ‘allotment of securities’. Therefore, there is violation of the provision of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 r/w Section 450 of the Companies Act, 2013 has been made.
In view of above, the Noticee(s) are hereby called upon to show cause as to why penal action under Section 450 of the Companies Act, 2013 should not be initiated for the said violation.
2. Company and its officers vide their reply dated 06.01.2026, admitted that the violation occurred inadvertently. They have also sought an opportunity to present their case. Accordingly hearing in the matter was held on 21.04.2026.
E. Order:
1. That this office is in receipt of suo moto application for adjudication through Form GNL-1 vide SRN N00884544 (dated 08.10.2024) and N31182645 (dated 10.06.2025) for default of various provisions of the Companies Act, 2013 r/w Rules specified therein.
That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 29.07.2023 for the issuance of 2,480 Equity shares on preferential basis at face value of Rs. 10/- each and premium of Rs. 484.50/- each to Mr. Pranav Dahiya in lieu of Consultancy agreement. The offer letter (Form PAS-4) was circulated on the same date through e-mail. The issuance of securities was made for consideration other than cash and 2,480 Equity shares were allotted by passing Board resolution dated 08.08.2023.
On perusal of documents, it is observed that the e-form MGT-14 filed for Special resolution of Extra-ordinary General Meeting held on 29.07.2023 was filed vide SRN: AA4358354 on 24.08.2023 and Sh. Armaan Bindra (authorized signatory/Director) had filed said e-form wherein purpose of filing e-form has been wrongly mentioned as ‘other’ instead of ‘allotment of securities’. Therefore, there is violation of the provision of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 r/w Section 450 of the Companies Act, 2013 has been made.
In view of above, the Noticee(s) were called upon to show cause as to why penal action under Section 450 of the Companies Act, 2013 should not be initiated for the said violation.
Hearing in the matter was held on 21.04.2026 which was attended by the authorized representative of the Company and its officers, wherein she has also admitted the default and further submitted that the Company falls in the category of a Small Company and is also recognized as a Start-up Company by the Department for promotion of Industry and Internal Trade vide certificate No. DI PP80660.
Further, from the Financial Statements of the Company for FY 2022-23 to 2024-25, it is observed that the Company indeed falls in the category of a Small Company. Hence the penalty is levied in terms of Section 446B of the Companies Act, 2013 by making it one half of the amount mentioned in Show Cause Notice.
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 | ARMAAN BIN DRA having DIN as 08727253 | 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 Chandigarh 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.
Sanjaya verma,
Registrar of Companies
ROC Haryana
