The Registrar of Companies, Ahmedabad, by order dated 16.07.2026, adjudicated penalty under Section 454 of the Companies Act, 2013 for violation of Section 450 arising from non-compliance with Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 by Soleos Energy Limited. The company filed a suo motu adjudication application admitting that the private placement offer-cum-application letter in Form PAS-4 was issued on 11.08.2025, before filing the shareholders’ special resolution in Form MGT-14 on 14.08.2025, although the resolution had been passed on 11.08.2025. The ROC held that issuing the offer letter before filing the resolution with the Registrar constituted a violation of Rule 14(8). A penalty of ₹13,000 each was imposed on the company and its three whole-time directors—Bhaveshkumar Chunilal Rathod, Parth Rameshbhai Rangholia and Dhavalkumar Ghanshyambhai Jiyani. The noticees were directed to rectify the default and pay the penalty within 90 days, with payment to be made through the MCA e-Adjudication facility. The order also states that an appeal may be filed before the Regional Director, Ahmedabad within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat,
India, 380013
Phone: 079-27438531
E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/07-2026/AD/02550 Dated: 16/07/2026
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 SOLEOS ENERGY LIMITED [herein after known as Company] bearing CIN U31909GJ2017PLC095084, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 802, 8TH FLOOR, ALTIMUS, SHREYAS COLONY, TERA PANTH ROAD, OFF. ASHRAM ROAD, NAVRANGPURA AHMADABAD CITY AHMEDABAD GUJARAT INDIA 380009
Individual details:
In the matter relating to BHAVESHKUMAR CHUNILAL RATHOD —————-
In the matter relating to PARTH RAMESHBHAI RANGHOLIA ————-
In the matter relating to DHAVALKUMAR GHANSHYAMBHAI JIYANI —————-
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 1[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 – Default committed by the Officers in Default/noticee ? The Company M/s. Soleos Energy Limited and its directors have filed the GNL-1 e-form vide SRN AC3611830 and have also submitted a physical Suo motto adjudication application under Section 454 of the Companies Act, 2013 for the Violation of Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, which is read as follows:
14 Private Placement
(8) A company shall issue private placement offer cum application letter only after the relevant special resolution or Board resolution has been filed in the Registry: Provided that private companies shall file with the Registry copy of the Board resolution or special resolution with respect to approval under clause (c) of sub-Section (3) of Section 179.
The applicant submitted that the notice for the Extra-Ordinary General Meeting was dispatched on 02.08.2025 and the special resolution approving the private placement of 1,22,549 equity shares was duly passed by the shareholders on 11.08.2025. The said special resolution was filed in form MGT-14 vide SRN AB6029508 on 14.08.2025, well within the statutory timeline prescribed under section 117 of the Companies Act, 2013.
The Form GNL-2/PAS-4 was filed vide SRN AB6081067 on 18.08.2025. The allotment of 1,10,294 equity shares for cash was completed on 25.08.2025, and the Return of Allotment in Form PAS-3 was filed on 15.09.2025 vide SRN AB6846027, within the prescribed 15 days period from the date of allotment.
That the private placement offer cum application letter in Form PAS-4 was inadvertently circulated/issued on 11.08.2025, i.e. on the very date of passing of the special resolution, but before the filing of Form MGT-14 ON 14.08.2025. This constitutes the sole admitted procedural lapse under Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. It is evident that the company has violated Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Therefore, the Company and its Whole-time directors (Officer in Default) are liable for penalty under Section 450 of the Companies Act, 2013.
2. The company has filed Suo moto adjudication application.
E. Order:
1. Upon perusal of the Adjudication application filed by the Company, it is noticed from the company?s reply that during the Financial Year 2025-26, the shareholders of the company passed a special resolution for issuance of 1,10,294 equity shares to proposed shareholders on 11.08.2025 through Private Placement Basis The company has circulated the first letter of offer with respect to 1,10,294 equity shares in Form PAS-4 on 11.08.2025. However, the special resolution passed by the shareholders was filed with the Registrar of Companies in e-form MGT-14 only on 14.08.2025 (Sequence gap 3 days delay). It is noticed that the company has circulated the letter of offer to the Investor before filing the resolution with Registrar of Companies in e-Form MGT-14.
In view of the above, it is evident that the company has violated Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Therefore, the Company and its Whole-time directors (Officer in Default) are liable for penalty under Section 450 of the 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 | SOLEOS ENERGY LIMITED having CIN as U31909GJ2017P LC095084 | 13000 | 0 | 200000 | |
| 2 | BHAVESHKUMA R CHUNILAL RATHOD having DIN as 05290250 | 13000 | 0 | 50000 | |
| 3 | PARTH RAMESHBHAI RANGHOLIA having DIN as 06907474 | 13000 | 0 | 50000 | |
| 4 | DHAVALKUMAR GHANSHYAMBH AI JIYANI having DIN as 08107548 | 13000 | 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 Ahmedabad 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.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
