The Registrar of Companies, Jaipur adjudicated penalties for violation of Section 102 of the Companies Act, 2013, arising from inadequate disclosures in the explanatory statements issued for general meetings approving the issuance of sweat equity shares. Upon a suo motu application, it was found that the company failed to annex complete particulars mandated under Rule 8(2) of the Companies (Share Capital and Debentures) Rules, 2014 in the notices convening EOGMs during FY 2018–19. These deficiencies rendered the explanatory statements non-compliant, attracting penal consequences under Section 102(5). While considering the company’s status as a startup/small company, the Adjudicating Officer applied Section 446B and imposed penalties on each officer in default for each instance of contravention. Accordingly, penalties of ₹50,000 were levied on five directors/officers, with directions to rectify the defaults and pay penalties within the prescribed timeframe. The order reiterates strict disclosure standards for shareholder approvals, even for startups and small companies.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Jaipur
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, C/6-7, 1st Floor, Residency Area, Civil Lines, Jaipur, Rajasthan,
India, 302001
Phone: 0141-2981913/2981914/2981915
Fax: 0141-2981916
E-mail: roc.jaipur@mca.gov.in
Order ID: PO/ADJ/12-2025/JP/01227 Dated: 16/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 102(5) 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 NAVJEET INDIA LIMITED [herein after known as Company] bearing CIN U18101RJ2016PLC049370, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 36, KAMLAWADI, GULAB BAGH ROAD NA UDAIPUR UDAIPUR RAJASTHAN INDIA 313001
Individual details:
In the matter relating to BHARAT KUMAR NIHALANI ——
In the matter relating to NAVEEN KUMAR NEBHNANI ——
In the matter relating to NIRANJAN KUMAR NEBHNANI ——-
In the matter relating to ATALJIT . ABHIMANYU ——-
In the matter relating to RAVI MOOLCHANDANI ——-
C. Provisions of the Act:
Without prejudice to the provisions of sub-section (4), if any default is made in complying with the provisions of this section, every promoter, director, manager or other key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees or five times the amount of benefit accruing to the promoter, director, manager or other key managerial personnel or any of his relatives, whichever is higher.]]]
D. Facts about the case:
1. Default committed by the officers in default/noticee – The applicant company ‘Navjeet India Limited’ has filed this suo-motu adjudication application through e-Form GNL-1 SRN AB6049205 for violation of certain section of Companies Act,2013. On an examination of the adjudication application and Form MGT-14 filed by the company vide SRN G86164258 dated 02.05.2018 and H29157559 dated 30.11.2018, it is observed that the applicant company, while issuing sweat equity shares during F.Y. 2018-19 has failed to annexed the complete explanatory statement to the notice issued on 05.04.2018, 01.10.2018 for the General Meeting which shall contain the particulars as provided under Rule 8(2) of the Companies (Share Capital and Debentures) Rules, 2014.
In view of above, the company has not complied with the provision of section 102 (1) of the Companies Act, 2013 punishable under section 102(5) of the Companies Act, 2013.
2. The addressees of the adjudication notice have not sought any opportunity of e-hearing as requested/ mentioned in their replies to the e-SCN/Notice.
E. Order:
1. (I). This office has received a suo-moto adjudication application under section 454 of the Companies Act, 2013 in e-Form GNL-1 vide SRN AB6049205 dated 14.08.2025 for the offence committed interalia under section 102 of the Companies Act, 2013 stating that during the course of issuance of Sweat Equity Shares, the company has failed to make certain disclosures in the Explanatory Statement to the Notice to call EoGM.
(II) It has been further stated that the above Notices/Special Resolutions have been filed by the company with Registrar in e-Form MGT-14 vide SRN G86164258 dated 02.05.2028 and H29157559 dated 22.11.2018.
(III) The addressees of the adjudication notice in their replies have stated that the company is a Startup Company and gets covered under the purview of Small Company at time of non-compliance. The facts made by the company has been examined and are taken into consideration while levying the penalties in accordance with section 446B of the Companies Act, 2013.
(IV) The matter has been examined and observed that the company has failed to make certain disclosures in the Explanatory Statement of the Notice to call EoGM for Sweat Equity Shares. Therefore, the addresses of the adjudication notice are liable for penalties for contravention in each above Explanatory Statement (i.e. two number of cases) in accordance with section 446B of the Companies Act, 2013.
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 | BHARAT KUMAR NIHALANI having DIN as 07258249 |
50000 | 0 | 50000 | |
| 2 | NAVEEN KUMAR NEBHNANI having DIN as 07337100 | 50000 | 0 | 50000 | |
| 3 | NIRANJAN KUMAR NEBHNANI having DIN as 07424006 |
50000 | 0 | 50000 | |
| 4 | ATALJIT . ABHIMANYU having DIN as 07427746 |
50000 | 0 | 50000 | |
| 5 | RAVI MOOLCHANDANI having DIN as 08110760 | 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.
Atma Sah,
Registrar of Companies
ROC Jaipur
