The Registrar of Companies, Mumbai initiated adjudication proceedings after the company and its directors filed a suo-motu application admitting a one-day delay in filing the return of allotment (Form PAS-3) for 500 equity shares allotted on 18.09.2021. Under Section 42(8) of the Companies Act, 2013, the return was required to be filed by 03.10.2021 but was submitted on 04.10.2021, attracting liability under Section 42(9). The company sought a lenient view, claiming no deliberate intent and requesting waiver or minimum penalty. After issuing a show-cause notice and conducting an e-hearing, the Adjudicating Officer held that the company, being a small company during the relevant period, was liable for penalty subject to Section 446B. The collective penalty of Rs. 500 was proportionately apportioned, imposing Rs. 166 on the company and Rs. 167 each on two directors. The parties were directed to pay the penalty within 90 days, with the right to appeal before the Regional Director.
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/00879 | Dated: 01/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 42(9) 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 CAPCHEM ELECTRICALS LIMITED [herein after known as Company] bearing CIN U42202MH2010PLC206771, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO 1401 & 1402, 14TH FLOOR, ORIANA BUSINESS PARK, ROAD NO. 22, WAGLE I.E. THANE THANE MAHARASHTRA INDIA 400604
Individual details:
In the matter relating to ANAND ANANT GALGALI___________
In the matter relating to ANUPAMA ANAND GALGALI_______________
C. Provisions of the Act:
If a company defaults in filing the return of allotment within the period prescribed under sub-section (8), the company, its promoters and directors shall be liable to a penalty for each default of one thousand rupees for each day during which such default continues but not exceeding twenty-five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application dated 22.09.2025 filed by the Company and its two Directors namely Mr. Anand Anant Galgali (DIN: 03040593) and Mrs. Anupama Anand Galgali (DIN: 03040708), (hereinafter referred to as the Applicants) under section 454 read with Section 42(9) for default under Section 42(8) of the Companies Act, 2013 on account of failure to file the Return Of Allotment within the prescribed period.
Whereas section 42(8) of the Act reads as follows:
(8) A company making any allotment of securities under this section, shall file with the Registrar a return of allotment within fifteen days from the date of the allotment in such manner as may be prescribed, including a complete list of all allottees, with their full names, addresses, number of securities allotted and such other relevant information as may be prescribed Whereas the Applicants have stated that the Board of Directors and members of the Company approved issuance of 50,000 equity shares of Rs.10/- each at premium of Rs. 190/- aggregating to Rs. 1,00,00,000/- on 12.02.2021 and 15.03.2021 respectively. Thereafter the Company allotted 500 equity shares to Mr Salil Ravindra Padwal on 18.09.2021. Under the aforementioned provisions the Company was required to file return of allotment within fifteen days from the date of allotment that is on or before 03.10.2021. However, the Company filed PAS 3 vide SRN T52747441 on 04.10.2021 after a delay of 1 day, in contravention of Section 42(8) of the Act.
Thus, the Company, its promoters and Directors shall be liable for a penalty under section 42(9) of the Act.
Further, the Noticees are hereby directed to clarify whether the provisions of Section 446B of the Act are applicable to them.
2. The Noticees requested for E-hearing. Accordingly, an opportunity of being heard was granted by the Adjudicating Officer to the said noticees under the provisions of Section 454(4) of the Act on 19.11.2025 at 03:44 PM (IST) and notice bearing ID: EH/ADJ/11-2025/MB/00888 dated 10.11.2025.
E.Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/10-2025/MB/02712 dated 13.10.2025 was issued to the Applicants under section 454 read with Section 42(8) of the Act with respect to delay in filing return of allotment in E-form PAS-3 with the Registrar.B.The Applicants replied on the E-adjudication portal on 03.11.2025 and submitted as under:i.There was no deliberate intention or mens rea regarding the offence and the Company and Officers in default acted in bonafide manner. Thus, a sympathetic and lenient view be taken. ii. That the contravention under Section 42(8) of the Act be adjudicated and the penalty be waived for the Applicants, for all the defaults mentioned in the said application. Further, the Applicants deserve to be completely exonerated. iii.If any penalty is to be levied, then only the minimum penalty be imposed on the Applicants. Further, the matter may kindly be considered expeditiously and fairly, C.The Applicants have also submitted a reply vide 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 an E- hearing. Accordingly, an opportunity of being heard was granted to them by the Adjudicating Officer under the provisions of Section 454(4) of the Act on 19.11.2025 at 03:44 PM (IST). In this regard, a notice bearing ID: EH/ADJ/11-2025/MB/00888 dated 10.11.2025 was issued. E.Ms. Ashita Kaul, Practicing Company Secretary attended the scheduled E-Hearing and admitted the default on behalf of the Noticees.F.On perusal of the suo motu adjudication application, it is observed that the Board of Directors and members of the Company approved issuance of 50,000 equity shares of Rs.10/- at premium of Rs. 190/- each, aggregating to Rs. 1,00,00,000/- on 12.02.2021 and 15.03.2021 respectively. Thereafter the Company allotted 500 equity shares to Mr Salil Ravindra Padwal on 18.09.2021. G. Under the provisions of Section 42(8) of the Act, the Company was required to file return of allotment within fifteen days from the date of allotment, that is on or before 03.10.2021. However, the Company filed PAS 3 vide SRN T52747441 on 04.10.2021 after a delay of 1 day, in contravention of Section 42(8) of the Act.H.Whereas Section 42(9) of the Act stipulates that: If a company defaults in filing the return of allotment within the period prescribed under sub-section (8), the company, its promoters and directors shall be liable to a penalty for each default of one thousand rupees for each day during which such default continues but not exceeding twenty-five lakh rupees. I.Unlike the other penal provisions such as Section 92(5) and 137(3) of the Act, penalty under Section 42(9) 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 Directors, for sake 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. Accordingly, the Company, its Directors and Promoters have been held liable. J.As per Annual return filed by the Company in E-form MGT-7 for the immediately preceding financial year 20202021, the paid-up capital was Rs. 35,00,000/- and turnover was Rs. 7,07,73,499.56/-. Thus, the Company falls under the definition of small Company as prescribed under Section 2(85) of Act read with rule 2(t) of the Companies (Specification of definitions details) Rules, 2014 during the relevant period. The said provisions as it was then read as under:Section 2(85) of the Act:(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as ma be prescribed which shall not be more than five crore rupees; and(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than twenty crore rupees:Rule 2(t) of the Rules:(t) For the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of section 2 of the Act, paid up capital and turnover of the small company shall not exceed rupees four crore and rupees forty crore respectively.Accordingly, the Company, its promoters and directors are liable for a penalty under Section 42(9) subject to Section 446B of the Act. K.The period of default is considered the day after due date of filing return of allotment till date of filing return of allotment in E-form PAS-3 that is 04.10.2021 to 04.10.2021, to be total of 01 day. Thus, The Company, its promoters and directors are liable for a collective penalty of Rs. 500/- under the provisions of Section 42(9) of the Act, which has been equally apportioned between them. Accordingly, the Company is liable for a penalty of Rs.166/- (One Hundred Sixty Six only) and the other two noticees are liable for penalty of Rs167/- (One Hundred Sixty Seven only) each.L.Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th Marc having considered the facts and circumstances of the case, I hereby impose penalty of Rs.166/- (One Hundred Sixty Six only) on the Company and Rs. Rs.167/- (One Hundred Sixty Seven only) each on Mr ANAND ANANT GALGALI (Director) and Ms ANUPAMA ANAND GALGALI (Director) penalty under Section 42(9) for default under Section 42(8) 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 | CAPCHEM ELECTRICALS LIMITED having CIN as U42202MH2010P LC206771 | NA | 166 | 0 | 2500000 |
| 2 | ANAND ANANT GALGALI having DIN as 03040593 | NA | 167 | 0 | 2500000 |
| 3 | ANUPAMA ANAND GALGALI having DIN as 03040708 | NA | 167 | 0 | 2500000 |
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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
