The Registrar of Companies, Pune, under the Ministry of Corporate Affairs, adjudicated a penalty on ZEBION INFOTECH LIMITED and its officers for a technical non-compliance under Section 39(5) of the Companies Act, 2013. The issue arose from errors in e-form PAS-3 filed during the conversion of an unsecured loan of ₹1.31 crore advanced by director Monika Lodha into equity shares, despite the allotment and corporate actions being fully authorized and compliant in substance. The errors were purely procedural, relating to incorrect data entry in the form, and had no material impact on the company’s financial statements, capital structure, or stakeholders. The company and officers accepted the default, requested a hearing, and submitted all supporting documentation. Pursuant to Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 read with Sections 39(4) and 454 of the Act, a penalty of ₹10,000 each was imposed on the company and officers, with a maximum limit of ₹1 lakh. Rectification and payment must occur within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
Registrar Of Companies, PMRDA 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/11-2025/PU/00959 Dated: 27/11/2025
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. 831(E) dated 24/03/2015 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 ZEBION INFOTECH LIMITED [herein after known as Company] bearing CIN U72200PN2010PLC136549, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at SR. NO. 383/8 FL 102 ATHARV JAYTU NEW TIMBER MERCHANT SOCIETY NA PUNE MAHARASHTRA INDIA 411042
Individual details:
In the matter relating to ABHINANDAN POPATLAL DAGALE……..
In the matter relating to YOGESH POPATLAL DAGALE………….
In the matter relating to MONIKA ABHISHEK LODHA ……………
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 GNL-1 form vide SRN AB8642960 filing an adjudication application u/s 454 for violation of section 39 of the Companies Act, 2013 stating that:
Ms. Monika Lodha, Director of the company has advanced an unsecured loan to the company amounting to Rs.1,31,02,000/-. The shareholders of the company at the Extra Ordinary General Meeting held on 05.06.2015 passed a resolution authorizing the conversion of the said unsecured loan into equity shares of the company on or before 31.03.2016 in accordance with the provisions of section 62(1)(c) and section 62(3) of the Companies Act, 2013. Pursuant to the said authorization the Board of Directors at its meeting held on 12.03.2016 allotted 17,65 equity shares of the company at a price of Rs.74,23.23 per share aggregating to Rs. 131,02,000/- in satisfaction of the outstanding unsecured loan due to Ms. Monika Lodha. While the allotment, consideration adjustment and member register entries were duly completed in accordance with law, certain inadvertent errors occurred during the filing of e-form PAS-3 with the ROC, Pune. These mistakes were purely procedural in nature and resulted in a technical non-compliance under section 39 of the Companies Act, 2013 notwithstanding the bona fide and properly authorized nature of the underlying corporate actions.
Accordingly, the company has accepted default in filing of PAS-3 wherein wrong details have been filled while filing the form, thereby rendering liable for action u/s 39(4) of the Act r/w Rule 8 (3) of The Companies (Registration Offices and Fees) Rules, 2014.
2. The company and the officers in default had requested for physical hearing which was convened on 26.11.2025.
E. Order:
1. With respect to the facts of the case and submissions made, it is noted that the company had filed e-form PAS-3 with incorrect details. Further, the company has accepted that the error occurred only in the data fields of PAS-3 due to inadvertence and reliance on professional assistance. The company has further submitted that this is a one-time, isolated filing error from the financial year 2015-16 and the allotment and conversion of loan were fully valid, authorized, and compliant in substance. In the reply, it has bbeen further submitted that there is no material impact of the said mistake on the Balance Sheet, capital structure, shareholders, creditors, or any stakeholder. The authorized representatives of the company have produced all the relevant documents relating to the said conversion of the loan into the equity during the course of hearing dated 26.11.2025.
Pursuant to Rule 8 of the Companies (Registration Offices and Fees) Rules, 2014 r/w Section 450 of the Act, the company and officers in default are liable for correctness of the content of e-form PAS-3 and enclosures attached therewith.
Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the reply submitted on 21.11.2025 in response to the notice issued vide letter dated 19.11.2025, hereby impose the penalty on the signatory for defect in e-form PAS-3 pursuant to Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 r/w 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 | ZEBION INFOTECH LIMITED having CIN as U72200PN2010P LC136549 | Company to take necessary further action in terms of provisions of the Act and rules thereof for rectification of default. | 10000 | 0 | 100000 |
| 2 | ABHINANDAN POPATLAL DAGALE having DIN as 03063863 | Company to take necessary further action in terms of provisions of the Act and rules thereof for rectification of default. | 10000 | 0 | 100000 |
| 3 | YOGESH POPATLAL DAGALE having DIN as 03063914 | Company to take necessary further action in terms of provisions of the Act and rules thereof for rectification of default. | 10000 | 0 | 100000 |
| 4 | MONIKA ABHISHEK LODHA having DIN as 05197970 | Company to take necessary further action in terms of provisions of the Act and rules thereof for rectification of default. | 10000 | 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 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
