The Registrar of Companies, Pune, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, adjudicated a suo motu application relating to non-compliance with Section 39 read with Rule 12(5) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company admitted that while issuing 6,20,000 compulsorily convertible debentures in August 2019 and filing Form PAS-3, it failed to attach the mandatory registered valuer’s report. The lapse was stated to be procedural, inadvertent, and without any mala fide intent. The company also claimed relief as a small company and a DPIIT-recognised startup under Section 446B and designated one director as the officer in default. After considering the replies and noting that no e-hearing was sought, the Adjudicating Officer applied the beneficial provisions of Section 446B and imposed reduced penalties—₹50,000 on the company and ₹50,000 on the designated officer—while not levying penalties on the remaining directors, along with directions for rectification, payment, and appeal.
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/02-2026/PU/01552 | Dated: 03/02/2026
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. 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 ARCATRON MOBILITY PRIVATE LIMITED [herein after known as Company] bearing CIN U29299PN2015PTC155291, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 403/2, 4TH FLOOR, AMAR TECH PARK, PATIL NAGAR, BALEWADI BANER GAON HAVELI PUNE MAHARASHTRA INDIA 411045
Individual details:
In the matter relating to GANESH SHARAD SONAWANE ________________
In the matter relating to LAXMIKANT BANJAREY ________________
In the matter relating to SUDHIR MEHTA ________________
In the matter relating to KONCHADY SATISH SHENOY ________________
In the matter relating to KUNAL KUNDALIK KAMBLE ________________
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 and the directors have suo-moto filed an application seeking adjudication of penalty u/s 454 of the Companies Act, 2013 for violation of Section 39 of the Companies Act, 2013 r/w Rule 12 (5) of Companies (Prospectus and Allotment of Securities) Rules, 2014. The company in the application has submitted that during the course of due diligence the management of the company realized that while raising the funds by way of issue and allotment of shares and securities, the company has been in non-compliance of 12 (5) of Companies (Prospectus and Allotment of Securities) Rules, 2014 in connection to the 620,000 Compulsorily Convertible Debentures issued by the company on 03.08.2019 for which the company had filed Form PAS-3 vide SRN H80752009 on 04.08.2019. In the stated form the company failed to attach the report of registered valuer as prescribed under Rule 12(5). It has been further submitted by the company that the said discrepancies and irregularities were unintentional and occurred due to an inadvertence.
Thus, the company and its officers in default have violated Section 39 of the Companies Act, 2013 r/w Rule 12 (5) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and are liable for penalty under Section 39 (5) of the Companies Act, 2013.
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:
1.1 The company and the directors have suo-moto filed an application seeking adjudication of penalty u/s 454 of the Companies Act, 2013 for violation of Section 39 of the Act read with Rule 12(5) of Companies (Prospectus and Allotment of Securities) Rules, 2014. The company in the application has submitted that while raising funds through issue and allotment of shares and securities, the company failed to attach the report of registered valuer as prescribed under Rule 12(5) of Companies (Prospectus and Allotment of Securities) Rules, 2014 in connection with the issue of Compulsory Convertible Debentures issued by the company for which Form PAS-3 was filed. Accordingly, an adjudication notice was issued to the company and officers in default, who, pursuant to the notice, have submitted their replies.
2. In the replies, the noticees have submitted that the company has voluntarily filed a suo moto application wherein the company has admitted and accepted the defaults committed which were purely procedural and unintentional without any mala fide intention or element of fraud. It has been further submitted by the company that the company qualified as a small company within the meaning of the provisions of the Companies Act, 2013 and also duly recognized as a start-up by the Department of Promotion of Industry and Internal Trade (DPIIT). Accordingly, the company and the officers in default have prayed for benefit of Section 446B of the Act. Further, the company has also submitted that the company has already passed and filed board resolution designating Mr. Ganesh Sharad Sonawane (DIN: 07028180), Director of the Company, as an ‘Officer in Default’ of the Company within the meaning of Section 2(60) of the Companies Act, 2013.
3. 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 board resolution designating Mr. Ganesh Sharad Sonawane (DIN: 07028180), Director of the Company, as an ‘Officer in Default’ of the Company has been submitted by the company.
4. 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 officers in default for violation of 39 of the Act read with Rule 12(5) of Companies (Prospectus and Allotment of Securities) Rules, 2014 punishable under section 39 (5) of the Act 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 | ARCATRON MOBILITY PRIVATE LIMITED having CIN as U29299PN2015P TC155291 | 50000 | 0 | 100000 | |
| 2 | GANESH SHARAD SONAWANE having DIN as 07028180 |
50000 | 0 | 100000 | |
| 3 | LAXMIKANT BANJAREY having DIN as 06673379 |
0 | 0 | 100000 | |
| 4 | SUDHIR MEHTA having DIN as 00056867 | 0 | 0 | 100000 | |
| 5 | KONCHADY SATISH SHENOY having DIN as 00298581 | 0 | 0 | 100000 | |
| 6 | KUNAL KUNDALIK KAMBLE having DIN as 07811469 | 0 | 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
