The Registrar of Companies, Mumbai, issued an adjudication order under Section 454 of the Companies Act, 2013 against Capchem Electricals Limited and its directors for delayed filing of the return of allotment under Section 42(8) of the Act. The company issued 1,70,000 equity shares in January 2024 but filed E-form PAS-3 only on 08.03.2024, 23 days after the due date of 14.02.2024. The default was admitted during e-hearing, and penalties under Section 42(9) were imposed collectively on the company, its promoters, and directors, proportionally apportioned to determine personal liability. The company was fined ₹3,284, and each director was liable for ₹3,286. The order clarified that the company does not qualify as a small company; hence, reduced penalties under Section 446B were not applicable. Officers not serving during the default period were exempted. Rectification and payment are to be completed within 90 days, with the right to appeal to the Regional Director, Mumbai, 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/00878 Dated: 08/12/2025
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 RAMCHANDRA VITTHAL SATRE…………..
In the matter relating to ANAND ANANT GALGALI…………………
In the matter relating to RAJAN PRATAPSINGH THAKUR……………..
In the matter relating to ANKUSH SHESHRAO CHAVAN………………..
In the matter relating to NISHA VISHWAS GUJAR…………….
In the matter relating to AMEYA ANAND GALGALI……………….
In the matter relating to SHRIKISHAN CHUNNILAL SHRIRANGAM……………….
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) received a suo-motu Adjudication Application dated 22.09.2025 filed by the Company, Mr. Anand Anant Galgali, Director (DIN: 030405963), Mr Shrikishan Chunnilal Shrirangam Director (DIN: 09625673), Mr. Ankush Sheshrao Chavan (DIN:08530934), Mr Rajan Pratapsinch Thakur, Director (DIN: 07158192), Mr. Ramchandra Vitthal Satre (DIN:00634991), Ms. Nisha Vishwas Gujar (DIN:09820146) (hereinafter referred to as 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. Whereas Section 42(8) of the Act read 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 1,70,000 Equity Shares on 27.01.2024 and 30.01.2024 respectively. Accordingly, the Company made the allotment of 1,00,000 Equity shares on 30.01.2024 and 70,000 equity shares on 31.01.2024. Under the aforementioned provision, the Company was required to file a return of allotment within fifteen days from such date of the allotment that is on or before 14.02.2024. However, the Company filed a return of allotment in E-form PAS-3 vide SRN AA7039312 on 08.03.2024 after a delay of 23 days, in contravention of Section 42(8) 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 03:11 PM (IST) and notice bearing ID: EH/ADJ/11-2025/MB/00884 dated 10.11.2025 was issued
E. Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/10-2025/MB/02695 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 bona fide 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/00884 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 1,70,000 equity shares of Rs 10/- (Rupees Ten Only) at a Securities premium of Rs 26.15/- (Rupees Twenty-Six and Fifteen Paisa only) each amounting to Rs. 61,45,500/- (Rupees Sixty One Lakh Forty-Five Thousand Five Hundred Only) on a private placement basis to Abhimanyu Maruti Surve and Sudhichandra Digambar Gujar on 27.01.2024 and 30.01.2024 respectively. The allotment of such shares was completed on 31.01.2024.
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 14.02.2024. However, the Company filed E-form PAS-3 vide SRN AA7039312 on 08.03.2024 after a delay of 23 days, 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. Being a Public Limited Company, it does not fall under the definition of small Company under Section 2(85) of Act, nor is it eligible for applicability of Section 446B of the Act.
K. Further, as per the signatories of the Company available on the MCA21 portal, Mr Amey Galgali not a Director during the default period as he has resigned on 17.04.2023. The Company has also filed E-form 12 vide SRN AA2008061 on 19.04.2023 with the MCA. Thus, no penalty shall be imposed on Mr Amey Galgali (Director).
L. The period of default is considered from the day after the due date of filing return of allotment till the date of filing return of allotment in E-form PAS-3, that is from15.02.2024 to 08.03.2024, to be total of 23 days. Thus, The Company, its promoters and directors are liable for a collective penalty of Rs. 1,000/- per day for the continued default of 23 days, aggregating to Rs. 23,000/- 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.3284/- (Three Thousand Two Hundred Eighty-four only) and each of its promoters and directors during the period of default shall be liable to a penalty of Rs. 3286/- (Three Thousand Two Hundred Eighty-Six only). (figures rounded off to the nearest integer and adjusted with the total penalty amount with respect to penalty imposed on the Company)
M. 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 a penalty of Rs. 3,284/- (Rupees Three Thousand Two Hundred Eighty-Four only) on the Company and Rs. 3286/- (Rupees Three Thousand Two Hundred Eighty- Six only) each on Mr RAMCHANDRA VITTHAL SATRE (Director), Mr ANAND ANANT GALGALI (Director), N PRATAPSINGH THAKUR (Director), Mr ANKUSH SHESHRAO CHAVAN (Director), Ms NISHA VISHWAS GUJAR (Director) and Mr SHRIKISHAN CHUNNILAL SHRIRANGAM (Director) under the provisions of 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 | No Rectification of Default required | 3284 | 0 | 2500000 |
| 2 | RAMCHANDRA VITTHAL SATRE having DIN as 00634991 | No Rectification of Default required | 3286 | 0 | 2500000 |
| 3 | ANAND ANANT GALGALI having DIN as 03040593 | No Rectification of Default required | 3286 | 0 | 2500000 |
| 4 | RAJAN PRATAPSINGH THAKUR having DIN as 07158192 | No Rectification of Default required | 3286 | 0 | 2500000 |
| 5 | ANKUSH SHESHRAO CHAVAN having DIN as 08530934 | No Rectification of Default required | 3286 | 0 | 2500000 |
| 6 | NISHA VISHWAS GUJAR having DIN as 09820146 | No Rectification of Default required | 3286 | 0 | 2500000 |
| 7 | AMEYA ANAND GALGALI having DIN as 07158173 |
NA | 0 | 0 | 2500000 |
| 8 | SHRIKISHAN CHUNNILAL SHRIRANGAM having DIN as 09625673 | No Rectification of Default required | 3286 | 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
