ROC Chhattisgarh imposed penalties on a company and its officers for late submission of Form PAS-6 for the half-year ended 30/09/2022. The ruling emphasizes that technical glitches do not exempt companies from timely compliance under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Registrar of Companies (ROC), Chhattisgarh, issued an adjudication order on 30th September 2025 against Bhilai Investments Ltd and its directors for violation of Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, read with Section 450 of the Companies Act, 2013. The company, an unlisted public company, failed to file the half-yearly Reconciliation of Share Capital Audit Report in e-form PAS-6 for the period ending 30th September 2022 within the stipulated time. Though the company claimed technical issues during the MCA portal migration and later filed the form with late fees in August 2025, ROC held that the delay was not justified as no supporting evidence was provided and the lapse was admitted as an oversight. The adjudicating officer imposed a penalty of ₹2,00,000 on the company and ₹50,000 each on directors Rachna Jain, Viren Rai Jain, and Arjun Rai Jain. The order directs rectification of default and payment of penalty within 90 days through the MCA e-Adjudication portal, with amounts payable from the personal sources of the directors. An appeal may be filed before the Regional Director, Ahmedabad, within 60 days. Non-payment within the prescribed time will attract further penal consequences under Section 454(8) of the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chhattisgarh
ROC-cum-Official Liquidator, 1st Floor, Late Shri Ashok Pingley Bhawan of Municipal Corporation, Nehru Chowk, Bilaspur, Chhattisgarh, India, 495001
Phone: (07752)-250092(D),250094, E-mail: roc.bilaspur@mca.gov.in
Order ID: PO/ADJ/09-2025/BP/00708 | Dated: 30/09/2025
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 BHILAI INVESTMENTS LTD [herein after known as Company] bearing CIN
U67110CT1974PLC001286, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at INDUSTRIAL AREA, VILLAGE HATHKHOJ, NA BHILAI Durg Chattisgarh India 490026
Individual details:
In the matter relating to RACHNA JAIN [herein after known as individual] having DIN 00207539 and having its address at 63, N. C. P. A., APARTMENT, DORABJI TATA ROAD, NARIMAN POINT CHURCHGATE, MUMBAI Maharashtra India 400021
In the matter relating to VIREN RAI JAIN [herein after known as individual] having DIN 00237657 and having its address at ______, MUMBAI Maharashtra India 400021
In the matter relating to ARJUN RAI JAIN [herein after known as individual] having DIN 02700442 and having its address at_____, MUMBAI Maharashtra India 400021
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 has filed an application for reduction of share capital as per section 66 of the Companies Act, 2013 and the rules framed thereunder. During the profiling of the company, it was observed that the Company was required to file ‘Reconciliation of Share Capital Audit Report’ in e-form PAS-6 pursuant to sub-rule 8 of Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 to report the details and changes in the share capital of the Company on a half-yearly basis for half year ended on 30/09/2022 with this office, however, as per the records available with this office, the company has failed to file the form PAS-6 within the stipulated time for the said period, thereby, violating the provisions of Sub-rule 8 of Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which attracts penal provisions of Section 450 of the Companies Act, 2013.
2. In response to the Show Cause Notice, reply has been received. In the reply, it was submitted that the during the migration of the MCA portal from Version V2 to V3, attempt was made to file the e-form PAS-6 within the due time. However, due to a technical glitch in the system, it could not be successfully submitted. Subsequently, the filing was inadvertently overlooked. On receipt of Show Cause notice, the company immediately filed the e-form along with the applicable late fees through SRN AB6238698 dated 25/08/2025 in compliance with the provisions of the Companies Act, 2013. As per MCA records, it was also observed that the company has filed the said e-form belatedly on the aforementioned date.
It is pertinent to mention here that no request for an e-hearing was made either by the Company or by the officers in default. Accordingly, no e-hearing was scheduled in the matter.
E.Order:
1. In response to the Show Cause Notice, it was submitted that during the migration of the MCA portal from Version V2 to V3, attempt was made to file the e-form PAS-6 within the due time. However, due to a technical glitch in the system, it could not be successfully submitted. Subsequently, the filing was inadvertently overlooked. On receipt of Show Cause Notice, the company immediately filed the e-form along with the applicable late fees through SRN AB6238698 dated 25/08/2025 in compliance with the provisions of the Companies Act, 2013.
However, the above contentions are not tenable as the company has not submitted any evidence to substantiate its averment even though it could have filed the pending e-form immediately after the rectification of the technical glitch in compliance with the Rule 9A (8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Further, the company itself has admitted that the filing was inadvertently overlooked. As per the said Rule, every unlisted public company governed by this rule shall submit Form PAS-6 to the Registrar with such fee as provided in Companies (Registration Offices and Fees) Rules, 2014 within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice. Further, as per the records available with this office, the company has filed the pending e-form PAS-6 belatedly on 25/08/2025.
In light of the above and based on the written submissions and the records available on the MCA portal, it is evident that the Company and its officers in default failed to comply with the provisions of Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 for the half-year ended 30/09/2022 within the stipulated time. Accordingly, they are liable for penal action under the Companies Act, 2013. Therefore, I am imposing penalty as prescribed under section 450 of the Companies Act, 2013 on the company and its officers in default for the aforementioned non-compliance.
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 | BHILAI INVESTMENTS LTD having CIN as U67110CT1974P LC001286 | 200000 | 0 | 200000 | |
| 2 | RACHNA JAIN having DIN as
00207539 |
50000 | 0 | 50000 | |
| 3 | VIREN RAI JAIN having DIN as
00237657 |
50000 | 0 | 50000 | |
| 4 | ARJUN RAI JAIN having DIN as
02700442 |
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 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.
Sitaram Gupta,
Registrar of Companies
ROC Chhattisgarh
