The Registrar of Companies, Delhi passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties for violation of Section 56(4)(a) read with Section 56(6) due to delayed issuance of share certificates to subscribers. The company, incorporated in July 2023, was statutorily required to issue share certificates within two months of incorporation but issued them with delays ranging from 70 to 91 days. The default was admitted by the company and its whole-time directors, who attributed the lapse to inadvertent oversight and confirmed subsequent rectification. The adjudicating officer held that delayed compliance does not absolve the statutory breach and that the company did not qualify as a “small company,” thereby disentitling it from the benefit of reduced penalties under Section 446B. Consequently, a fixed penalty of ₹50,000 each was imposed on the company and the officers in default, reaffirming strict enforcement of share issuance timelines.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/01-2026/DL/01499 | Dated: 30/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 56(6) 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 F&S SALES INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U22201DL2023FTC441801, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at WEWORK ELDECO CENTRE, BLOCK A, SHIVALIK COLONY, MALVIYA NAGAR (SOUTH DELHI) NEW DELHI SOUTH DELHI DELHI INDIA 110017
Individual details:
In the matter relating to AMISH KUMAR AGARWAL ____________
In the matter relating to ANAND MAHESHWARKUMAR VERMA ____________
C. Provisions of the Act:
Where any default is made in complying with the provisions of sub-sections (1) to (5), the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – This office is in receipt of application vide GNL-1 (SRN: AB5995436) from the company for adjudication of penalties for default u/s 56(4)(a) of the Companies Act, 2013. The applicant is Mr. Amish Kumar Agarwal (Whole time Director) and Mr Anand Maheshwarkumar Verma (Whole time Director). As per the application, the following has been stated:
i. That the Applicant Company, F&S Sales India Private Limited, was incorporated on 27.07.2023, under the provisions of the Companies Act, 2013, having two subscribers to the Memorandum of Association, namely:
?F&S Holding B.V., a company incorporated under the laws of Netherlands (hereinafter referred to as ‘Subscriber 1’), and ?F&S (SEA) Singapore Sales Pte. Ltd., a company incorporated under the laws of Singapore (hereinafter referred to as ‘Subscriber 2’).
ii. That as per the provisions of Section 56(4)(a) of the Companies Act, 2013, the Company was required to issue the share certificates to the Subscribers to the Memorandum within a period of two months from the date of its incorporation, i.e., on or before 26.09.2023.
iii. That the share certificates were issued by the Applicant Company to the Subscribers as under:
The Company issued share certificate to F&S (SEA) Singapore Sales Pte. Ltd. on 05.12.2023, with a delay of 70 days and to F&S Holding B.V. on 26.12.2023, with a delay of 91 days. Consequently, the Company could not issue the share certificates within the statutory timelines prescribed under Section 56(4)(a) of the Companies Act, 2013.
Thus, in view of the above facts, it is evident that the Applicant Company has defaulted in complying with the requirements of Section 56(4)(a) of the Companies Act, 2013.
The Company and the Noticees are hereby called upon to show cause as to why penal action under Section 56(6) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section 56(4)(a) of the Companies Act, 2013 of the said acts, may submit objections/ reply, if any.
2. No e-hearing requested by the company and Noticees.
E. Order:
1. Whereas in response to the E-SCN (SCN/ADJ/09-2025/DL/02512) issued on 12.09.2025, reply was received on 25.09.2025 wherein the company and the officer-in-default accepted the non-compliance and stated that the default occurred due to an inadvertent oversight and that the default has been rectified.
2. Therefore, in view of the above, it is observed that the company issued certificate to F&S (SEA) Singapore Sales Pvt. Ltd. on 05.12.2023, with a delay of 70 days and to F&S Holding B.V. on 26.12.2023, with a delay of 91 days. It is noted that there is no act of omission or commission that can be attributed to them in relation to the subject default and hence, the penalty is imposed on the company and the remaining officer who is officers-in-default as per section 56(6).
3. Whereas as per filings made by the company on MCA Registry, it is observed that for FY 2024-25, paid-up share capital & turnover of the company is Rs. 37,10,690/- and Rs. 158,97,30,523, respectively, and it does exceed the threshold limit prescribed u/s 2(85) read with Rule 2(1)(t) of Companies (specification of Definitions Details rules.2014. Therefore, the subject company is not covered under the purview of small companies as defined u/s 2(85) of the Act, 2013 and hence, the benefit of section 446B would not be applicable to the company.
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 | F&S SALES INDIA PRIVATE LIMITED having CIN as U22201DL2023F TC441801 | 50000 | 0 | 50000 | |
| 2 | AMISH KUMAR AGARWAL having DIN as 10256979 | 50000 | 0 | 50000 | |
| 3 | ANAND MAHESHWARKU MAR VERMA having DIN as 10256980 | 50000 | 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 Noida 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.
Seema Rath,
Registrar of Companies
ROC Delhi
