The Registrar of Companies, Bangalore, passed an adjudication order dated 29.07.2026 under Section 454 of the Companies Act, 2013 for violation of Section 134(8) by Aliferous Technologies Private Limited. The company admitted non-compliance with Sections 134(3)(b) and 134(3)(q), stating that the Board’s Report for FY 2021-22 inadvertently mentioned the Board Meeting date as 04.08.2021 instead of 04.09.2021, the Extraordinary General Meeting date as 30.08.2021 instead of 30.09.2021, and omitted the signed ESOP annexure. After considering the adjudication application, replies, hearing submissions and records, the Adjudicating Officer held that the company had failed to comply with Sections 134(3)(b) and 134(3)(q). The order recorded that the company, being a holding company, did not qualify as a small company under Section 2(85), making Section 446B inapplicable. The company was directed to file Form GNL-1 within 30 days for defect marking in Form AOC-4 for FY 2021-22 and thereafter file a revised AOC-4. Penalties of ₹3,00,000 were imposed on the company, ₹50,000 each on Aayush Jha, Subramanian Anand and Udayan Banerjee, while no penalty was imposed on Sunita Jha. An appeal may be filed before the Regional Director, Bangalore within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/07-2026/BL/02593 Dated: 29/07/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) 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 ALIFEROUS TECHNOLOGIES PRIVATE LIMITED [herein after known as Company] bearing CIN U74999KA2018PTC109315, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at G1, #104, 4TH CROSS, 13TH MAIN 5TH SECTOR, H S R LAYOUT NA BENGALURU BANGALORE KARNATAKA INDIA 560102
Individual details:
In the matter relating to AAYUSH JHA —————
In the matter relating to SUNITA JHA —————–
In the matter relating to SUBRAMANIAN ANAND —————
In the matter relating to UDAYAN BANERJEE ——————–
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed this adjudication application admitting violation of the provisions of section 134(3)(b) and (q) of the Act wherein it is stated that the company inadvertently specified the meeting date as 04.08.2021 instead of 04.09.2021, and EGM date has been specified as 30.08.2021 instead of 30.09.2021 and could not attach the signed ESOP annexure to the Boards Report for the FY ? 2021-22. Therefore, the company and officer in default has failed to comply with the provisions of section 134(3)(b) and (q) of the Act, which makes it liable for penalty under section 134(8) of the Act.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed the present adjudication application admitting violation of the provisions of Sections 134(3)(b) and 134(3)(q) of the Companies Act, 2013 (“the Act”), stating that it had inadvertently mentioned the Board Meeting date as 04.08.2021 instead of 04.09.2021, and the Extraordinary General Meeting (EGM) date as 30.08.2021 instead of 30.09.2021 in the Board’s Report for the financial year 2021?22. Further, the company submitted that it had inadvertently failed to attach the duly signed ESOP Annexure to the Board’s Report for the said financial year. Accordingly, the company and its officers in default have failed to comply with the provisions of Sections 134(3)(b) and 134(3)(q) of the Act and are, therefore, liable for penalty under Section 134(8) of the Act.
Pursuant to the adjudication application filed by the company, a Show Cause Notice dated 22.04.2026 was issued to the company and its officers in default through the e-Adjudication Module and also in physical mode on 24.04.2026. In response, the company and its officers in default submitted their reply dated 07.05.2026 through the e-Adjudication Portal, reiterating the facts stated in the adjudication application regarding the nature and duration of the default. They further requested that the company be considered a Small Company under Section 2(85) of the Act during the period of default and opted for a personal hearing.
Accordingly, an e-hearing notice dated 24.06.2026 was issued through the e-Adjudication Module, and the hearing was scheduled on 01.07.2026. The hearing was attended by Mr. Manjeet Bucha, Practising Company Secretary and authorised representative of the company and its officers in default. During the hearing, he reiterated the submissions made in the adjudication application and further submitted that Mrs. Sunita Jha, Director of the company, was not an officer in default during the period of default. He also contended that the company qualified as a Start-up and a Small Company during the default period.
This order is passed after considering the adjudication application, the Show Cause Notice, the replies submitted by the company and its officers in default, the submissions made during the hearing, and the records available on file.
Upon examination of the records, it is observed that Mrs. Sunita Jha, Director of the company, was not an officer in default during the default period. Accordingly, no penalty is leviable upon Mr. Udayan Banerjee, and therefore, a penalty of Nil is imposed on him.
It is further observed from the records that the company is a holding company. Hence the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
Further, the applicant company is directed to file Form GNL-1 within 30 days from the date of this order for the purpose of defect marking in e-Form AOC-4 pertaining to the financial year 2021-22, indicating the aforesaid violation in accordance with Rule 10(6) of the Companies (Registration Offices and Fees) Rules, 2014. Thereafter, the applicant company shall file a fresh revised e-Form AOC-4 with the Registrar of Companies to rectify the aforesaid defects and ensure that all requisite documents, information, and particulars are duly furnished in compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.
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 | ALIFEROUS TECHNOLOGIES PRIVATE LIMITED having CIN as U74999KA2018P TC109315 | 300000 | 0 | 300000 | |
| 2 | AAYUSH JHA having DIN as
06670143 |
50000 | 0 | 50000 | |
| 3 | SUNITA JHA having DIN as
08047975 |
0 | 0 | 50000 | |
| 4 | SUBRAMANIAN ANAND having DIN as 08174053 | 50000 | 0 | 50000 | |
| 5 | UDAYAN BANERJEE having DIN as 09504554 |
50000 | 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 Bangalore 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.
Arvind Bunkar,
Registrar of Companies
ROC Bangalore
