The Registrar of Companies (ROC) Mumbai issued an adjudication order against Justo Realfintech Limited and its directors for failing to maintain a separate bank account for application money received under a private placement, violating Section 42(6) of the Companies Act, 2013. The company raised over ₹1 crore through a private placement offer in July 2021 but admitted the default, claiming it was an inadvertent lapse and that the company was a Small Company under Section 2(85). The directors argued that the non-executive directors were not involved in day-to-day management and that no prejudice was caused to investors. Considering the voluntary disclosure and bona fide actions, the adjudicating officer applied Section 446B provisions to levy a reduced penalty. The company was fined ₹2,00,000, while each director was penalized ₹1,00,000. Penalties are to be paid within 90 days via the e-adjudication portal, with an option to appeal to the Regional Director within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/11-2025/MB/00867 Dated: 02/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 42(10) 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 JUSTO REALFINTECH LIMITED [herein after known as Company] bearing CIN U67190MH2019PLC323318, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 801/802, 8TH FLOOR, EL TARA BUILDING, POWAI, OFF. ORCHARD AVENUE, HIRANANDANI GARDENS NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400076
Individual details:
In the matter relating to PUSPAMITRA DAS ——-
In the matter relating to AMITA TULSIDAS MANEK ——-
In the matter relating to BHAVESH SHAH——-
In the matter relating to RAHUL PANDE ——-
C. Provisions of the Act:
Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribers within a period of thirty days of the order imposing the penalty.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas this office is in receipt of adjudication application on 13.05.2025 filed by the subject Company under section 454 read with section 42(6) of the Companies Act,2013 with respect to failure of the Company to keep the application money received in a separate bank account in a scheduled bank.
Whereas Section 42(6) of the Act reads as follows:
A company making an offer or invitation under this section shall allot its securities within sixty days from the date of receipt of the application money for such securities and if the company is not able to allot the securities within that period, it shall repay the application money to the subscribers within fifteen days from the expiry of sixty days and if the company fails to repay the application money within the aforesaid period, it shall be liable to repay that money with interest at the rate of twelve per cent. per annum from the expiry of the sixtieth day:
Provided that monies received on application under this section shall be kept in a separate bank account in a scheduled bank and shall not be utilised for any purpose other than-
a. for adjustment against allotment of securities; or
b. for the repayment of monies where the company is unable to allot securities.
Whereas the Company has stated that it did not keep the application money received for the private placement offer made on 02.07.2021. The Company allotted 3416 equity shares of Rs. 10 each at premium of Rs. 265 each and 6048 Compulsorily Convertible Debentures at Rs. 1500 each aggregating to Rs. 1,00,11,400. However, the Company failed to keep such application money in a separate bank account in contravention of section 42(6) of the companies Act, 2013. Further, the Company vide its clarification letter 12.08.2025 provided details of the said private placement offer along with details of application money received against the said offer on various dates. Further, the Company has admitted the default under Section 42(6) of the Act and sought adjudication of penalties under the provisions of Section 42(10) of the Act. Whereas the Company is directed to clarify the total amount of application money received against this private placement offer.
2 .The Applicants requested for E-hearing. Accordingly, an opportunity of being heard was granted by the Adjudicating officer under the provisions of the section 454(4) of the Act on 29.10.2025 at 03:10 PM (IST).
E. Order:
1. A.A Show Cause notice bearing ID:: SCN/ADJ/08-2025/MB/02439 dated 29.08.2025 was issued to the Applicants under Section 454 read with Section 42(6) of the Act via E-adjudication module on account of failure to keep the application money received through the Private placement made on 02.07.2021 in a separate bank account in a scheduled bank.
B. The Applicants replied on the E-adjudication portal on 04.09.2025 and submitted as under:
i. That the default was an inadvertent lapse. The said account was not a routine business operating account; it was used exclusively for receipt of share application money, collection of funds, and unsecured loans etc;
ii. The Company is not a public company and was neither a holding company nor a subsidiary company, nor registered under section 8, nor governed by any special Act. Accordingly, the Company fully complied with the criteria laid down under Section 2(85) and qualifies as a Small Company.
iii. The Company has further stated that at the time of default and as per last audit held on 31.03.2021 the Capital of the Company was Rs. 12,64,560/- and turnover of the Company was Rs. 10,06,62,796/-
iv. Non opening of separate account, has not caused any prejudice to any member/creditor or investor. There is no gain or unfair advantage derived by the Appellant Company.
v. Except for Mr. Puspamitra Das, all other Directors of the Company were Non-Executive Directors and were not involved in the day-to-day management or execution of affairs of the Company. We therefore request your good office to kindly not impose penalty on the remaining Non-Executive Directors,
vi. The Company was qualified as a Small Company within a meaning of Section 2(85) of the Act, as it was company other than public Company and having paid up share capital and turnover not exceeding the prescribed limit of Rs. 4 Crores and Rs. 40 Crores respectively.
vii. In view of the voluntary disclosure and proactive bonafide action on part of the Company, it is requested that a lenient view may be taken and minimum penalty may be imposed.
C. Further, the Applicants also submitted a reply vide a physical letter dated 12.08.2025. However, the same is not taken on record in pursuance to Rule 3A (1) of the Companies (Adjudication of Penalties) Rules, 2014.
D. The Applicants requested for E-hearing. Accordingly, an opportunity of being heard was granted by the Adjudicating officer under the provisions of the section 454(4) of the Act on 29.10.2025 at 03:10 PM (IST). In this regard, a notice bearing ID: EH/ADJ/10-2025/MB/00847 dated 13.10.2025 was issued.
E. Mr. Ronak Kalathiya, Practicing Company Secretary appeared on behalf of the Applicants during the E-hearing and submitted as follows:
i. That the applicants admit that the Company failed to keep the application money received in a separate bank account in a scheduled bank in contravention of Section 42(6) of the Act.
ii. That the Company was a small Company at the time of default and they did not have knowledge that law requires to open a separate bank account for deposit of the application money in terms of provisions of Section 42(6) of the Act. Further, the Company did not have secretarial staff.
iv. That the during the private placement offer dated 02.07.2021, the Company raised an amount of Rs. 16,66,616/-
F. On perusal of the E-form PAS-3 filed by the Company with the Registrar vide SRN T47199690 and T54618889 on 25.09.2021 and 18.10.2021 respectively, it is observed that the Company raised amount of Rs.1,00,11,400/- through the relevant private placement offer. Further, on perusal of the documents filed and submission made by the applicants, it is observed that the Company admittedly failed to keep the application money received in a separate bank account in a scheduled bank in contravention of Section 42(6) of the Act.
G. Whereas Section 42(10) of the Act stipulates that:
Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the comp y, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribers within a period of thirty days of the order imposing the penalty.
H. Unlike the other penal provisions such as Section 92(5) and 137(3) of the Act, penalty under Section 42(10) of the Act is not fastened on each Director/officer in default but on the Company, its Directors and Promoters collectively. However, the E-adjudication portal is designed in such a manner that it does not allow collective imposition of penalty. Since the penalty amount has to be imposed collectively on the Company, its Promoters and Directo ke of clarity, the amount to be imposed shall be proportionally apportioned between the Company, its Promoters and Directors, so that personal liability of directors become determinable and Director(s) pay from their own funds.
I .Further, regarding non-imposition of penalty on non-executive directors, it is pertinent to note that Section 42(10) of the Act unequivocally makes promoters and directors liable unlike certain other penal Sections where officers in default, as defined under Section 2(60) of the Act, are held liable for penalty. Accordingly, the noticees namely Mr PUSPAMITRA DAS (Managing Director), Mr RAHUL PANDE (Director), Ms. AMITA TULSIDAS MANEK (Director) and BHAVESH SHAH (Director) have been held liable for penalty.
J. Default under Section 42 of the Act is with respect to offer and acceptance of money through Private Placement. Accordingly, the period of offer for the Private Placement and period of acceptance thereof is the period of default. In the instant case, the Application money against the Private Placement offer was received from 03.07.2021 to 16.09.2021, which shall be considered as the default period. On the date of commencement of default, the Company was a Small Company as its paid-up share capital was Rs. 12,64,560/- and its turnover for the immediately preceding financial year 2020-2021 was Rs. 10,06,62,796/- which is within the threshold under Section 2(85) of the Act read with Rule 2(1)(t) of the Companies (Specification of definitions details) Rules, 2014, as it then was. Thus, the benefit of Section 446B of the Act while levying penalty shall be extended to the noticees for the said default.
K. Had it not been a small Company, the Company and its directors and promoters would have been collectively liable to a penalty of upto the amount raised through a private placement or Rupees Two Crores, whichever is lower. However, given the fact that the Company is small Company under provisions of Section 2(85) of the Act, the penalty shall be imposed in terms of Section 446B of the Act.
L. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose penalty of Rs. 2,00,000/- (Rupees Two Lakhs only) on the Company (the maximum permissible penalty under Section 446B of the Act for the Company) and Rs. 1,00,000/- (Rupees One Lakhs only) on Mr PUSPAMITRA DAS (Managing Director), Mr RAHUL PANDE (Director), Ms. AMITA TULSIDAS MANEK (Director) and BHAVESH SHAH (Director) (the maximum permissible penalty under Section 446B of the Act) under the penal provisions of Section 42(10) of the Act for default under Section 42(6) of the Act.
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 | JUSTO REALFINTECH LIMITED having CIN as U67190MH2019P LC323318 | NA | 200000 | 0 | 20000000 |
| 2 | PUSPAMITRA DAS having DIN as 01643973 | NA | 100000 | 0 | 20000000 |
| 3 | AMITA TULSIDAS MANEK having DIN as 01738742 | NA | 100000 | 0 | 20000000 |
| 4 | BHAVESH SHAH having DIN as
06412536 |
NA | 100000 | 0 | 20000000 |
| 5 | RAHUL PANDE having DIN as
06880681 |
NA | 100000 | 0 | 20000000 |
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, in5 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
