The Registrar of Companies, Haryana, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties for violation of Section 39(5). The company stated that it had allotted 264 equity shares on 22.01.1994 but had not filed the return of allotment as required under Section 75(1) of the Companies Act, 1956. The default continued until 30.06.2026, with the corresponding provision under the Companies Act, 2013 being Section 39(4), and penalty calculated under Section 39(5) from 01.04.2014, when the provision came into force, until 30.06.2026. The company submitted that e-Form PAS-3 could not be filed because the amended share capital had already been reflected in its books, annual returns, shareholding records and financial statements, and that it filed Form-2/PAS-3 through e-Form GNL-1 on 30.06.2026 to rectify the default. In reply to the show cause notice, the company and its Managing Director admitted the default and requested adjudication. Penalties of ₹1,00,000 each were imposed on the company and the officers in default, with directions to rectify the default and pay the penalties within 90 days.
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/07-2026/HR/02543 Dated: 17/07/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 39(5) 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 YOGIJI DIGI LIMITED [herein after known as Company] bearing CIN U74899HR1993PLC032121, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO-148, SECTOR -58 BALLABGARH BALLABGARH FARIDABAD HARYANA INDIA 121004
Individual details:
In the matter relating to NAVNEET SINGH ——————-
In the matter relating to NAVNEET SINGH ————–
C. Provisions of the Act:
In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed the application stating that the company had allotted 264 equity shares to Mr. Navneet Gill on 22.01.1994 but return of allotment has not been filed by the Company in this regard which is in contravention of section 75(1) of Companies Act, 1956. The default continued till 30.06.2026. and the corresponding section for said default is Section 39(4) of the Companies Act, 2013. The penal provision for this is given at section 39(5)of the Companies Act, 2013.
Adjudication proceedings are introduced under the Companies Act 2013. The section 39(5) of the Companies Act, 2013 was came into force w.e.f 01.04.2014. Hence penalty has been calculated w.e.f. 01.04.2014 to 30.06.2026.
2. The Company and Managing Director vide its reply dated 03.07.2026, admitted that the violation occurred inadvertently and requested to proceed with the adjudication of the matter, determine the applicable penalty in accordance with the provisions of the Companies Act, 2013, and issue the adjudication order. He has also undertaken to fully comply with the adjudication order and remit the penalty, if imposed, within the prescribed time. Further he has not preferred a hearing, hence no e-hearing was conducted.
E. Order:
1. The company has filed the application stating that the company had allotted 264 equity shares to Mr. Navneet Gill on 22.01.1994 but return of allotment has not been filed by the Company in this regard which is in contravention of section 75(1) of Companies Act, 1956. The default continued till 30.06.2026. and the corresponding section for said default is Section 39(4) of the Companies Act, 2013. The penal provision for this is given at section 39(5)of the Companies Act, 2013. Adjudication proceedings are introduced under the Companies Act 2013. The section 39(5) of the Companies Act, 2013 was came into force w.e.f 01.04.2014. Hence penalty has been calculated w.e.f. 01.04.2014 to 30.06.2026 and Adjudication Notice has been issued for said period.
Further, the applicant has submitted that the e-form PAS-3 which is required to be filed for making the default good could not be filed as the amended share capital was already duly effected and has continuously remained reflected in the books of account, annual returns, shareholding records and financial statements of the Company filed with MCA. Hence the Company has filed form -2/PAS-3 in e-form GNL-1 vide SRN: AC4305597on 30-06-2026 to make the default good.
In reply to the Show Cause Notice, the Company and Managing Director of the Company have admitted the default. Therefore the Company and Managing Director are liable for penalty as prescribed under section 39(5) of the Companies Act, 2013 and penalty has been levied accordingly.
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 | YOGIJI DIGI LIMITED having CIN as U74899HR1993P LC032121 | Yes | 100000 | 0 | 100000 |
| 2 | NAVNEET SINGH having DIN as 00468898 | Yes | 100000 | 0 | 100000 |
| 3 | NAVNEET SINGH having DIN as 00468898 | Yes | 100000 | 0 | 100000 |
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
