The Registrar of Companies (ROC), Bangalore, imposed penalties under Section 454 of the Companies Act, 2013, for violation of Section 42(8) read with Section 42(9) relating to delayed filing of the return of allotment in Form PAS-3. The company had allotted equity shares on 21 March 2020 through a board resolution but failed to file Form PAS-3 within the prescribed 15-day period, which expired on 4 April 2020. Instead, the return of allotment was filed on 5 June 2020, resulting in a delay of 61 days. The company voluntarily disclosed the default through a suo motu adjudication application and acknowledged the contravention. ROC held that the company, promoters, and directors were liable for penalties under Section 42(9). However, since the company qualified as a DPIIT-recognized Start-up with turnover below ₹100 crore, it was granted the benefit of reduced penalties under Section 446B. Consequently, penalties of ₹30,500 each were imposed on the company and its three directors.
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/06-2026/BL/02288 | Dated: 11/06/2026
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. 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 TACTILE EDUCATION SERVICES PRIVATE LIMITED [herein after known as Company] bearing CIN U80904KA2017PTC102889, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at P22, GROUND FLOOR, UTTARA KANNADA JILLA SAMSKRUTIK SANGHA, GANGE ROAD, KUVEMPUNA GAR NA MYSORE MYSORE KARNATAKA INDIA 570023
Individual details:
In the matter relating to RAVI RANGAN SRINIVASA _________
In the matter relating to ARAGUDIGE PRABHAKARA RAGHU _________
In the matter relating to RAJANI RANGAN _________
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-motu adjudication application admitting violation of provision of section 42(8) of the Act, wherein the company submitted that the company had allotted equity shares on 21.03.2020 by passing the board resolution. While the return of allotment in form PAS -3 was to be filed within 15 days from the date of allotment i.e. 04.04.2020 as per Section 42(8) of the Act, the company filed Form PAS-3 vide SRN R40741431 on 05.06.2020 with a delay of 61 days. Thereby, the Company, promoters and directors have violated the provisions of section 42(8) rendering themselves liable for penalty under section 42(9) of the Act.
The company has furnished the Certificate of Recognition issued by DPIIT recognizing the company as startup on 16.03.2018. The certificate is valid till 10 years from date of incorporation which is 11.05.2017 and turnover as seen from MGT-7 filed by the company from year 2019-20 to 2024-25 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 company and officers in default have not asked for e-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 section 42(8) of the Act, wherein the company submitted that the company had allotted equity shares on 21.03.2020 by passing the board resolution. While the return of allotment in form PAS -3 was to be filed within 15 days from the date of allotment i.e. 04.04.2020 as per Section 42(8) of the Act, the company filed Form PAS-3 vide SRN R40741431 on 05.06.2020 with a delay of 61 days. Thereby, the Company, promoters and directors have violated the provisions of section 42(8) rendering themselves liable for penalty under section 42(9) of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 22.04.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 24.04.2026. The Company and Officers in default have submitted reply on the e-Adjudication portal on 05.05.2026 stating, inter alia, that have perused the notice and penalty imposed on the company and officers.
Further, the company and its officers in default have opted for no e-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 16.03.2018. The certificate is valid till 10 years from date of incorporation which is 11.05.2017 and turnover as seen from MGT-7 filed by the company from year 2019-20 to 2024-25 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 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 | TACTILE EDUCATION SERVICES PRIVATE LIMITED having CIN as U80904KA2017P TC102889 | 30500 | 0 | 2500000 | |
| 2 | RAVI RANGAN SRINIVASA having DIN as 01880937 | 30500 | 0 | 2500000 | |
| 3 | ARAGUDIGE PRABHAKARA RAGHU having DIN as 07296425 | 30500 | 0 | 2500000 | |
| 4 | RAJANI RANGAN having DIN as 07819287 | 30500 | 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 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.
null,
Registrar of Companies
ROC Bangalore
