The Registrar of Companies, Coimbatore, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties under Section 450 for procedural violations committed during a rights issue of shares. The company had prematurely allotted shares on 18.07.2022 before the realization of share application money, which was actually credited to the company’s bank account 42 days later on 29.08.2022. Additionally, while filing PAS-3, the company inaccurately disclosed a securities premium of Rs. 433.33 per share even though the shares were issued at face value and the board resolution did not authorize any premium. The company contended that the errors were inadvertent and procedural, involving existing shareholders with no prejudice to stakeholders. Accepting this explanation, the Adjudicating Officer treated the violations as procedural defaults and imposed penalties of Rs. 20,000 each on the company and both defaulting directors, directing payment within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Coimbatore
Registrar Of Companies, No.7, AGT Business Park, I Floor, Phase II, Avinashi Road, Civil Aerodrome Post, Coimbatore,
Tamil Nadu, India, 641014
Phone: (0422)-2629640,2628170
Fax: 0422-2628089
E-mail: roc.coimbatore@mca.gov.in
Order ID: PO/ADJ/05-2026/CB/02266 | Dated: 22/05/2026
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 VIRTUAL GURU EDU LIMITED [herein after known as Company] bearing CIN U72900TZ2021PLC036706, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1521, ORANGE BUILDING TRICHY ROAD, NEAR KANNAN DEPARTMENTAL STORE COIMBATORE RACECOURSE COIMBATORE SOUTH COIMBATORE TAMIL NADU INDIA 641018
Individual details:
In the matter relating to IRUDAYANATHAN CLARISSA ________________
In the matter relating to KATELYN MYSTICAA I _____________
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 – The company in PAS-3 vide SRN F16677387 dated 23.07.2022 had furnished inaccurate particulars regarding Share Premium of Rs. 433.43 per share although the shares were issued at face value of Rs. 100/- each with no premium and the company made the allotment of shares on 18.07.2022 behalf that the application money was duly received. However, the said amount was credited to the bank account of company on 29.08.2022 after 42 days from the date of allotment. hence the company has violated the provision of Companies Act, 2013 by making a premature allotment of shares before the realization of the application money.
2. The Company has committed two mistakes while filing PAS-3 (F16677387) while registering the Further Issue of Shares issued to its existing shareholders as Rights Issue under section 62(1)(a) of Companies Act 2013. First, the Shares were issued even before the realization of Share Application Money just by receiving cheques from the existing shareholders (applicants), which is a contravention on part of the Company. Second, while entering the details of allotment in the PAS-3 form (F16677387), the Company has marked Security Premium of Rs. 433.33/- even though the attached Board Resolution does not show any security premium as if the shares are issued at face value. The authorized representative of the Company has stated that the same has been entered inadvertently. Since (i) both contraventions are merely procedural and not substantial; (ii) the allottees are existing shareholders and amount have already been realised; (iii) there is no prejudice caused to any other stakeholders and (iv) company has voluntarily opted for Adjudication proceedings, this physical hearing is conducted as per the request of the Company.
E. Order:
1. Since both contraventions are procedural in nature and no penal provisions are available for these contraventions in section 62, this Adjudicating Officer is inclined to impose penalties under section 450 of the Companies Act 2013 upon the Company and all the officers in default. Hence a penalty of Rs.20,000/- will be imposed on the Company and officers in default (Rs. 10,000/- for inaccurate information regarding security premium and Rs. 10,000/- for premature allotment of shares without realizing the money by encashing the cheques on time), as mandated under section 450 of Companies Act 2013.
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 | VIRTUAL GURU EDU LIMITED having CIN as U72900TZ2021PL C036706 | 20000 | 0 | 200000 | |
| 2 | IRUDAYANATHA N CLARISSA having DIN as 08663089 | 20000 | 0 | 50000 | |
| 3 | KATELYN MYSTICAA I having DIN as 09262551 |
20000 | 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 Chennai 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.
Vairamuthu Nagarajan,
Registrar of Companies
ROC Coimbatore
