The Registrar of Companies, Delhi-II, imposed penalties under Section 450 of the Companies Act, 2013 for non-compliance with Section 29 read with Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company, an unlisted public company, failed to obtain ISIN registration and dematerialize its securities despite the statutory requirement to issue, hold, and transfer shares only in dematerialized form. Between 2020 and 2024, it allotted and transferred shares in physical form on multiple occasions, resulting in a continuing default of 2,252 days from 3 November 2018 to 2 January 2025. The company admitted the violation, attributing it to lack of professional guidance and the absence of a qualified company secretary. The adjudicating authority held that issuance and transfer of shares in physical form after the dematerialization mandate constituted repeated contraventions attracting penalty under Section 450. Consequently, a total penalty of ₹23.02 lakh was imposed on the company and ₹5.50 lakh on each officer in default.
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/06-2026/DC/02311 | Dated: 12/06/2026
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. 698(E) dated 10/02/20265 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 ABSOLUTE PROJECTS (INDIA) LIMITED [herein after known as Company] bearing CIN U74999DL1995PLC065160, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4222/1LAXMI KUNJ 1ST FLOOR ANSARI ROAD D GANJ NA NEW DELHI DELHI INDIA 110002
Individual details:
In the matter relating to RANJEET SINGH OLA……….
In the matter relating to SUNITA OLA ……………
In the matter relating to DEEPENDRA SINGH OLA …………
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 –
i. This office is in receipt of application filed vide e-form GNL-1 vide SRN: N28031003 dated 02.01.2025 from the company for adjudication of penalties for default u/s 29 of the Companies Act, 2013 r/w Rule 9 of Companies (Prospectus and Allotment of Securities) Rules, 2014. As per the application, the following has been submitted:
i. That the Company did not get its ISIN Registration and Dematerialization of Shares till FY 2024-25. However, the last date for ISIN Registration and Dematerialization of Shares was 02.02.2018.
ii. That from FY 2020-21 to FY 2024-25, the Company, being a public limited company, has issued/allotted and transferred its shares in the physical form.
iii. That pursuant to the above stated provisions of Section 29 of the Companies Act, 2013 r/w Rule 9 of Companies (Prospectus and Allotment of Securities) Rules, 2014, every unlisted public company shall facilitate dematerialization of its entire holding of securities of its promoters, directors and Key Managerial Personnel and ensure that the securities have been dematerialized.
iv. That the company failed to comply procedural compliances as prescribed under Section 29 of the Companies Act, 2013 r/w Rule 9 of Companies (Prospectus and Allotment of Securities) Rules, 2014 by issuing and accepting the transfer of shares in physical form. Hence, there is a delay of 2525 Days (i.e., from 03.02.2018 to 02.01.2025) in dematerializing the shares as per provisions of Section 29 of the Companies Act, 2013.
II. In view of the above you are required to submit supporting certain documents:
a. CTC and e-forms filed for share transfer from 14.07.2020 to 21.09.2024;
b. ISIN Certificate;
c. Valuation Report.
III. Thus, in view of the above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of section 29 of the Companies Act, 2013 r/w Rule 9 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and the noticees are required to show cause as to why they should not be penalized u/s 450 for the said non-compliances.
V. In addition to providing clarification to the above-mentioned queries, the company is also required to provide certified true copy of all Statutory Registers maintained by the Company since incorporation updated till date i.e. Register of members u/s 88(1)(a) of Companies Act, 2013 along with Form SH-4 (instrument of transfer of securities), Register of Directors and KMPs u/s 170(1) of Companies Act, 2013, Register of Loan, Investment, Guarantee and Security u/s 186(9) of Companies Act, 2013, Register of Contract or Arrangements in which directors are interested u/s 189(1) of Companies Act, 2013.
2. Hearing not sought by the noticees.
E. Order:
1. Whereas, in view of the facts of the case, an e-SCN under Section 29 of the Companies Act, 2013 r/w Rule 9 of Companies (Prospectus and Allotment of Securities) Rules, 2014 was issued to the company and its officers on 12.02.2026 and the reply to the above e-SCN was received by this office vide letter dated 19.02.2026 from the company and its officers. Company and the officer(s) in default accepted the non-compliance and stated that the default occurred due to lack of professional guidance and absence of a qualified Company Secretary.
As per section 29(1) and 29(1A) of Companies Act, 2013, every class of company as prescribed in Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 shall issue, hold and transfer securities in dematerialized form w.e.f. 02.11.2018. However, company allotted shares on 14.07.2020, 09.09.2020, 01.02.2021, 30.07.2021, 22.03.2024, 28.08.2024, 02.09.2024 and 21.09.2024 and shares were transferred on 22.03.2024, 30.03.2024 and 15.04.2024 without converting shares into dematerialized format. The subjected company being a public limited company did not get its ISIN Registration and dematerialization of shares till FY 2024-25.
Therefore, in view of the above, it is observed that pursuant to Section 29(1) and 29(1A) of the Companies Act, 2013 read with Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, company failed to comply with the prescribed procedural requirements by issuing and accepting transfer of shares in physical form. Accordingly, there is a delay of 2,252 days (i.e., 03.11.2018 to 02.01.2025) in dematerialization of the shares. As no separate penalty provision is provided for non-compliance of section 29, the penalty is levied on the company and the officers-in-default as per section 450 of the Act. Additionally, there is violation of section 29 of CA, 2013 at separate 11 instances wherein company has allotted/transferred shares in physical form and hence, separate penalty is imposed on the company and its officers-in-default. Further, out of these 11 instances, in 9 instances the penalty calculated for the defaulted number of days exceeds the maximum penalty prescribed u/s 450. Hence, maximum penalty is imposed. For the remaining 03 instances of issuance of shares on 28.08.2024 (127 days), 02.09.2024 (122 days) and 21.09.2024 (103 days), a penalty of Rs. 1,77,000/-, Rs. 1,72,000/- and Rs. 1,53,000/- is imposed respectively. In this regard, a total penalty of Rs. 23,02,000/- Is imposed on company. For officers-in-default, in all 11 instances, the penalty to be imposed exceeds the maximum prescribed penalty, and hence a total penalty of Rs. 5,50,000/- is imposed on each officer-in-default.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie noncompliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) 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 in accordance 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 | ABSOLUTE PROJECTS (INDIA) LIMITED having CIN as U74999DL1995P LC065160 | 200000 | 2102000 | 200000 | |
| 2 | RANJEET SINGH OLA having DIN as 00190018 | 50000 | 500000 | 50000 | |
| 3 | SUNITA OLA having DIN as 00190165 | 50000 | 500000 | 50000 | |
| 4 | DEEPENDRA SINGH OLA having DIN as 00190303 |
50000 | 500000 | 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
