The Registrar of Companies, Pune, issued an adjudication order dated July 6, 2026 under Section 454 of the Companies Act, 2013 for violation of Section 39(5) in relation to Section 39(4) read with Rules 12(2) and 12(3) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company had filed a suo motu application on June 11, 2026 stating that Form PAS-3 was filed without attaching the loan agreement and that the list of allottees was not certified by the signatory, with the default identified during an internal due diligence review. A show cause notice dated June 18, 2026 was issued, and the company accepted the default, stating that corrective measures had been taken. It also submitted that it qualified as a Small Company and a DPIIT-recognized Startup, claiming the benefit of Section 446B. The Adjudicating Officer observed that the company was a DPIIT-recognized startup, Section 446B was applicable, the default was admitted, and no public interest was involved. A penalty of ₹50,000 each was imposed on the company and four officers in default, with directions to rectify the default and pay the penalty within 90 days. An appeal may be filed before the Regional Director, Navi Mumbai, within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
PCNTDA Green Building, BLOCK A, 1st & 2nd Floor , Near Akurdi Railway Station, Akurdi, Pune, Maharashtra, India,
411044
Phone: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/07-2026/PU/02489 Dated: 06/07/2026
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 MARCO SECURE SOLUTIONS LIMITED [herein after known as Company] bearing CIN U71100PN2019PLC184570, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at FULLORA, FLOOR NO. 2 & 3, SURVEY NO. 28/2, CTS NO. 458 B/15, TEJAS COOPERATIVE HOUSING SOCIETY, PAUD ROAD KOTHRUD PUNE CITY PUNE MAHARASHTRA INDIA 411038
Individual details:
In the matter relating to SUNIL PRABHAKAR UDAVANT ——————
In the matter relating to RADHIKA MILIND MOHARIR ———————–
In the matter relating to AMOL GAJANAN NALE ———————
In the matter relating to CHANDASUDHA GOSWAMI ——————–
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 submitted a suo-moto application dated 11.06.2026 u/s 454 of the Companies Act, 2013 for the default under section 39 of the Act r/w Rule 12(2) and 12(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014. In the application, it has been submitted that the company had filed PAS-3 vide SRN AA2504200 wherein the company did not attach the loan agreement and also the list of allottees was not certified by the signatory as per Rule 12(2) and 12(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 respectively. The default was noticed during the due diligence carried out by the company. Now the company has requested to adjudicate the offence. Thus, the company and its officers in default are prima facie in violation of section 39 (4) of the Act r/w Rule 12(2) and 12(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 for which they are liable under section 39 (5) of the Act.
Accordingly, you are hereby called upon to show cause as to why penal action under Section 39 (5) of the Company Act, 2013 should not be initiated for the alleged violation of the Rule 12(2) and 12(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 r/w Section 39 (4) of the Companies Act, 2013 and you may submit objections/ reply, if any
2. The company and the officers in default have not requested for e-hearing and the Adjudicating Officer is also of the view that the e-hearing is not required in the instant case.
E. Order:
1. a. The company has filed a suo moto application for adjudication of offense under Section 454 of the Companies Act, 2013 for violation of section 39 of the Act r/w Rule 12(2) and 12(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014. Accordingly, a Show Cause notice bearing ID: SCN/ADJ/06-2026/PU/04793 dated 18.06.2026 was issued to the company and Officer in default (hereinafter referred to as the Noticee) under Section 454 of the Act. A reply of the noticees, to the said Show Cause Notice, was received vide letter dated 19.06.2026.
b. The noticees, in the reply, has accepted the default and further submitted that the Company had voluntarily conducted an internal compliance review and identified certain procedural non- compliances under the Companies Act, 2013. Immediately upon identification of the said lapses, the Company suo-moto approached the Registrar of Companies by filing applications under Section 454 of the Companies Act, 2013 seeking adjudication. The defaults were neither intentional nor mala fide in nature. There was no wrongful gain to the Company, its directors, shareholders or any other person and no loss has been caused to any stakeholder. It is further submitted in the reply that the Company has already undertaken corrective measures and rectified all the concerned compliances. The company has also submitted that the company has, since its incorporation, continuously remained within the prescribed limits applicable to a Small Company under Section 2(85) of the Companies Act, 2013. Further the Company is a DPIIT-recognized Startup under the Startup India Initiative bearing Recognition Certificate No. DIPP180015, which is valid up to 03.06.2029. Accordingly, the Company qualifies as a Start-up Company for the purposes of Section 446B of the Companies Act, 2013 and is entitled to the benefit of lesser penalties prescribed thereunder.
c. On perusal of the replies by the company and the officers in default, it is observed that the company was duly recognized as a start-up by the Department of Promotion of Industry and Internal Trade (DPIIT). Thus, provision of Section 446B of the Act is applicable in the instant case. Further, the company has accepted the default, and it is seen that no public interest is involved in the matter.
d. Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the replies submitted in response to the notice issued, I hereby impose the penalty on the noticee for violation of section 39 of the Act r/w Rule 12(2) and 12(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 punishable under Section 39 (5) of the Companies Act, 2013 as under.
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 | MARCO SECURE SOLUTIONS LIMITED having CIN as U71100PN2019P LC184570 | 50000 | 0 | 100000 | |
| 2 | SUNIL PRABHAKAR UDAVANT having PAN as ADSPU0625Q | 50000 | 0 | 100000 | |
| 3 | RADHIKA MILIND MOHARIR having PAN as EDVPM2034N | 50000 | 0 | 100000 | |
| 4 | AMOL GAJANAN NALE having DIN as 08471882 | 50000 | 0 | 100000 | |
| 5 | CHANDASUDHA GOSWAMI having DIN as 08471923 |
50000 | 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 Navi Mumbai 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.
Parvez Naikwadi,
Registrar of Companies
ROC Pune
