The Registrar of Companies (ROC), Ahmedabad, as the Adjudicating Officer, issued an order imposing a penalty on JAINAM BROKING LIMITED and four individuals, including directors and another key person, for violations of the Companies Act, 2013. The proceedings stemmed from a voluntary application filed by the company and its officers under Section 454 to adjudicate an offense under Section 62(1)(a), relating to a rights issue. The company acknowledged initial clerical errors, specifically mentioning an incorrect record date in the Board Resolution (Form MGT-14) and Letter of Offer (06.07.2023 instead of 07.07.2023), and an erroneous signing date on the Letter of Offer. More critical allegations, highlighted during the ROC’s scrutiny, centered on the timing and beneficiaries of the share allotments. The ROC noted a violation of the mandatory minimum 15-day offer period for a rights issue under Section 62(1)(a), as the company conducted the first allotment on July 15, 2023, while the offer was open until July 25, 2023. This early allotment was deemed to have potentially closed the offer prematurely. Furthermore, the ROC pointed to potential breaches of Section 62(1)(c) read with Section 42 concerning the allotment of shares to parties, like Jainam Fincap Private Limited, Star Exim, and JNM Corporation, who were not confirmed as existing shareholders in the company’s records.
The company’s defense against these specific allegations asserted that the documentation errors were typographical and non-material. Regarding the early allotment, the company argued that the Act is silent on filing multiple Form PAS-3 forms for tranches under the same right issue, and the allotment on July 15, 2023, was not intended to close the offer. Concerning the allotment to non-shareholders, the company claimed shares were allotted to Jainam Fincap Private Limited through valid renunciation of rights by eleven existing shareholders. For Star Exim and JNM Corporation, the company stated they were partnership firms represented by their partners, whose names appeared in the shareholder list. Despite the opportunity for a hearing via video conference, the company and its officers did not attend. Consequently, the Adjudicating Officer proceeded with the order, finding the company and the concerned officers liable for penalties. The order imposes the maximum penalty of Rs. 2,00,000 on JAINAM BROKING LIMITED and Rs. 50,000 each on the four named individuals—Dishant Milanbhai Parikh, Milan Suresh Parikh, Vidhi Dishant Parikh, and Mittal Narendrabhai Shah. The penalty must be paid from the individuals’ personal sources, and the default must be rectified within 90 days of receiving the order.
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/09-2025/AD/00682 Dated: 23/09/2025
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. 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 JAINAM BROKING LIMITED [herein after known as Company] bearing CIN U67120GJ2003PLC043162, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at P03-02C, P03-02D & P03-02E, 3rd Floor WTC Tower (51A), Road 5E, Block 51, Zone 5, DTA Dabhoda Gandhinagar Gandhi Nagar Gujarat India 382355
Individual details:
In the matter relating to DISHANT MILANBHAI PARIKH [herein after known as individual] having DIN 07761167 and having its address at 4/A-B, Sidhkshetra Appartment, A ? Tower Above Sargam Shopping Centre, SURAT, Gujarat India 395007
In the matter relating to MILAN SURESH PARIKH [herein after known as individual] having DIN 00085061 and having its address at 2, SAMTA, NEHRU NAGAR SOCIETY, DUMAS ROAD, Surat Gujarat India 395007
In the matter relating to VIDHI DISHANT PARIKH [herein after known as individual] having DIN 07788145 and having its address at 2, Samta Bunglow Nehru Nagar, Dumas Road, Ichhanath Surat Surat Gujarat India 395007
In the matter relating to MITTAL NARENDRABHAI SHAH [herein after known as individual] having PAN EJHPS8587L and having its address at 1103, SUN TOWER, RAJHANS CAMPUS, OPP. RAJHANS MULTIPLEX, SURAT Gujarat, India 395003
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 – The Company and Directors /KMP namely Mr. Milan Suresh Parikh, Ms. Vidhi Dishant Parikh and Mr. Dishant Milan Parikh have filed a joint voluntary application under Section 454 of the Companies Act, 2013 to adjudicate the offence committed under Section 62(1)(a) of the Companies Act, 2013 bearing SRN N31467087 dated 14.07.2025 Relevant portion of default committed under the Head ?Fact of Case ? are reproduced as under:1.The company inadvertently mentioned the record date as 06.07.2023 in the certified copy of Board Resolution file with Form MGT-14 and in the letter of offer circulated to shareholders. However, the actual record date, as duly approved by the Board, was 07.07.2023. Despite the clerical error, the rights were offered based on correct record date of 07.07.2023. Furthermore, there is no change in the Register of Members of the Shareholding pattern between 06.07.2023 to 07.07.2023 and hence the error had no material impact on the process or on the Shareholders entitlements.2.Additionally Letter of offer erroneously mentioned the date of signing as 05.07.2023, whereas it was actually issued and signed on 07.07.2023. This was a typographical mistake and entirely unintentional. The company confirms that this error did not affect the validity of the offer on the rights conferred upon the shareholders.3.In respect of the Right issue, the company made two separate allotments under the same offer, as detailed below :a)First allotment on 15.07.2023: 78,98,733 equity shares were allotted for a total consideration of Rs. 307,26,07,137/-. The company filed Form PAS-3 vide SRN AA3497043 dated 15.07.2023. List of Allottees: 1. Jainam Fincorp Private Limited (This is not an existing Shareholder). 11 Existing shareholders have renounced their shares in favour of these Allottee. Prathana Enterprises was shareholder represented by its partners namely 1. Dishant Milan Parikh, 2. Jainam Milan Parikh b)After closure of the offer period, second allotment on 22.09.2023, Board of Directors have allotted remaining shares of 11,00,893 equity shares Form PAS-3 was filed vide SRN AA5158508 dated 22.09.2023.4.The company was incorporated on 10.11.2003 and doing business as a SEBI Registered stock broker on the National Stock Exchange of India and BSE Limited and other Exchanges :List of Allottees:1. Mr. Devang Lalit Shah, Mr. Vikesh Rameshkumar Shah on behalf of star Exim, Mr. Kiran Kantilal Jhaveri on behalf of JNM Corporation, Mr. Unitbhai Shantilal Mehta on behalf of Unity Associates, Mr. Viral Narendrabhai Desai on behalf of DB WealthBoth allotments were made under the same right issue offer and the company filed separate PAS-3 forms since the companies Act, 2013 and related rules are silent on the filing of multiple PAS-3 forms for allotment tranches under the same Right issue.Further, company realized that there was error in Form -3 filed vide SRN AA5158508 dated 22.09.2023 in so far as that particulars of preference shares as on date of allotment were missed out in mentioning in the Form PAS-3 and voluntarily filed revised PAS-3 with correct details of preference shares on 26.09.2023 vide SRN AA5212415. Upon consideration of the allotments made on 15.07.2023 and 22.09.2023, the company is of the opinion that there is no violation of any provisions of the Act with regard to allotment of shares u/s 62(1)(a) and filing of PAS-3, however as an abundant precaution, this application for adjudication of penalties is being filed. By undertaking the allotment on 15.07.2023, the company may have inadvertently deprived existing shareholders as on the record date of 07.07.2023, who had not submitted an application form or renunciation from on or before 15.07.2023, the ability to apply for additional shares on a proportionate basis to their shareholding as on the record date. Further by undertaking an allotment on 15.07.2023, the company may have been deemed to close the offer period prior to the completion of the mandatory 15 days.This being v ntary application and there is no specific restrictions provided under the Act, such application may be adjudication with a waiver of Cost/penalty. During the course of examination of application this office has observed discrepancies and sought explanation from the Applicants by sending the SRN under Resubmission:(1)The company inadvertently mentioned the record date as 06.07.2023 in the certified copy of Board Resolution file with Form MGT-14 and in the letter of offer circulated to shareholders. However, the actual record date, as duly approved by the Board, was 07.07.2023. Despite the clerical error, the rights were offered based on correct record date of 07.07.2023. There is violation of Section 117 read with Section 179 of the Act. Please provide SRN of fresh MGT-14 in this regard.(2)Letter of offer erroneously mentioned the date of signing as 05.07.2023, whereas it was actually issued and signed on 07.07.2023. There is violation of Section 62(1)(a) of the Companies Act, 2013.(3) The Applicants have admitted that Jainam Fincap Private Limited was not existing Shareholder at the time of default. Thus, company has violated the provisions of Section 62(1)(c) r.w Section 42 of the Companies Act, 2013(4)The applicants have claimed that Share allotted on 22.09.2023 to the existing Shareholder, however, on perusal of shareholder List attached with Annual Return for the FY 2022-23 and Transfer of Share list attached with Annual Return for FY 2023-24, Star Exim and JNM corporation are not existing shareholders of the company, which laid to default of Section 62(1)(c) r.w Section 42 of the Companies Act, 2013. With regard to allotment of shares to Jainam Fincap Private Limited, the company has admitted that Jainam Fincap Private Limited was not existing Shareholder at the time of default. Thus, company has violated the provisions of Section 62(1)(c) r.w Section 42 of the Companies Act, 2013.(5)Pursuant to Section 62(1)(a), the offer shall be made by notice not less than fifteen days and not exceeding thirty days. The offer was open from 11.07.2023 to 25.07.2023. But Shares allotted on 15.07.2023 (during the offer period). Further by undertaking an allotment on 15.07.2023, the company may have been deemed to close the offer period prior to the completion of the mandatory 15days. Thus the company has again violated the provisions of Section 62(1)(a) of the Act.(6)On the other side, the applicant submitted at para 6 of the Application that both allotments were made under the same Right issue offer and the company filed separate PAS-3 forms since the companies Act, 2013 and related Rules are silent on the filing of multiple PAS-3forms for allotment in tranches under the same issue, both the statement for closure of offer given at para 4(6) and para 4(8) are contradictory with each others.(7)Please furnish the parawise action taken report/ compliance also clarify how the default made good. The company has attached parawise reply/explanation with GNL-1 bearing SRN N31467087 dated 14.07.2025 resubmitted on 19.08.2025 is as under:1.The mention of the record date as 06.07.2023 is a mere inadvertent Typographical error and not an intentional mistake. To the best of out information and knowledge there is no violation of any law and /or procedure. Therefore, there is no violation of Section 117 read with Section 179 of the Companies Act, 2013.2.The date of letter of offer is correctly stated as 05.07.2023 as approved by the Board of Director. Date of signing of letter of offer was mere formalities before dispatch. We once again submit that we have made this application suo moto as good corporate governance practice and law binding stakeholder. We shall appreciate that such practical aspects and procedure are not violative and your esteem office shall not punish genuine stakeholders by such interpretation of law and procedure. 3.This was Rights issue offer by the company Existing Shareholders have a right to renounce therr ghts and 11 shareholders have renounced their rights in favour of M/s Jainam Fincap Private Limited and we have also submitted Letter of Renunciation along with our submission. Accordingly, it is not true that there is any kind of violation of whatso ever nature under Section 61(1)(c) read with Section 42 of the Companies Act, 2013. 4.We have submitted earlier also that Star Exim and JNM Corporation are Partnership Firms and they are represented by their partners in the list of shareholders. We have also submitted Demat Master Data of these two shareholders which reflects name of same shareholders as reflected in the List of Shareholders of the Company and PAN of Partnership Firm in the Master Data. As per the provisions of the Companies Act, shares cannot be issued in the name of Partnership Firm being it does not have separate Legal entity and accordingly there is no violation of Section 61(1)(c) of the Companies Act, 2013.5.We have specifically stated in our application that we have made two allotment for same offer. There is no provisions in Section 61(1)(c) that there can not be tow allotment of shares pending offer was open offer gets closed automatically.The company vide letter dated 10.07.2025 has clarified the date of Default for allotment before the offer period i.e. date of Allotment 15.07.2023. No of days of default is date of closure of offer period i.e. 25.07.2023 minus date of allotment i.e. 15.07.2023 equal to 10days. During the period of Default Officer in Default were following1. Milan Suresh Parikh, MD, 2.Vidhi Dishant Parikh-WTD, Dishant Milan PArikh, Erstwhile CFO4. Company Secretary
2. The company has requested to pass ex-parte order, however in term of Section 454(4) of the Companies Act, 2013, opportunity of being heard was provided to company/ Officers through VC. But none of the representative of the Company / Officers have attended the hearing
E.Order:
1. The company has voluntary filed application under Section 454 to adjudicate the default of Section 62(1)(a) 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 | JAINAM BROKING LIMITED having CIN as U67120GJ2003P LC043162 | 20000 | 0 | 200000 | |
| 2 | DISHANT MILANBHAI PARIKH having DIN as 07761167 | 20000 | 0 | 50000 | |
| 3 | MILAN SURESH PARIKH having DIN as 00085061 | 20000 | 0 | 50000 | |
| 4 | VIDHI DISHANT PARIKH having DIN as 07788145 | 20000 | 0 | 50000 | |
| 5 | MITTAL NARENDRABHAI SHAH having PAN as EJHPS8587L | 20000 | 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
