The ROC Chennai adjudicated a penalty under Section 454 of the Companies Act, 2013 against Valueplus Technologies Private Limited and its directors for violating Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company had filed Form PAS-3 for allotment of 349 equity shares on 06.06.2022 but failed to disclose the Permanent Account Numbers of the allottees. The adjudicating authority, appointed under Section 454, conducted e-hearings and considered that the company qualifies as a small company under Section 446(B), leading to a reduced penalty. The company and its directors were each penalised ₹5,000, with no additional penalty for continuing default. The order requires rectification of the default and payment of the penalty via the MCA e-Adjudication portal within 90 days, with officers personally liable. The order also allows appeal to the Regional Director within 60 days. The ruling highlights the importance of compliance with disclosure requirements under private placement rules.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India, 600034
Phone: 044-28276652/28276654 – E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/11-2025/CN/00977 | Dated: 28/11/2025
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 itsGazette 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 VALUEPLUS TECHNOLOGIES PRIVATE LIMITED [herein after known as Company] bearing CIN U65100TN2016PTC111949, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 5TH FLOOR,CENTRAL SQUARE II,UNIT NO B19(P),B20,B21 CIPET ROAD, THIRU-VI-KA INDUSTRIAL ESTAT 5TH FLOOR,CENTRAL SQUARE II,UNIT NO B19(P),B20,B21 CIPET ROAD, THIRU-VI-KA INDUSTRIAL ESTAT NA CHENNAI CHENNAI TAMIL NADU INDIA 600032
Individual details:
In the matter relating to AWANISH RAJ__________
In the matter relating to . VISHRANTH SURESH BABU __________
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 Valueplus Technologies Private Limited (CIN: U65100TN2016PTC111949) and its directors have filed Adjudication application for violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 in e-form GNL-1 vide SRN: N16816936 dt 16.11.2024 and also submitted physical application on 19.11.2024.
The applicants submitted that the company has filed e-form PAS-3 vide SRN: F05280235 dt 06.06.2022 for allotment of 349 equity shares of Rs.10/- each at a premium of Rs.71,572 per share, aggregating up to Rs.24,982,118/-. But the company has failed to disclose the Permanent Account Number of the allottees in the list of allottees attached along with PAS-3 as required under Rule 14(6) of the Companies Act, 2013. Hence, the company and directors are liable under Section 450 of the Companies Act, 2013.
Rule 14(6) of the Companies Act, 2013 provides : Private Placement
(6) A return of allotment of securities under section 42 shall be filed with the Registrar within fifteen days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration offices and Fees) Rules, 2014 along with a complete list of all the allottees containing-
i. the full name, address, permanent Account Number and E-mail ID of such security holder;
ii. the class of security held;
iii. the date of allotment of security ;
iv. the number of securities herd, nominal value and amount paid on such securities; and particulars of consideration received if tire securities were issued for consideration other than cash.
2. On receipt of the adjudication application dated 19.11.2024 and e-form GNL-1 vide SRN N16816936 dated 16.11.2024 for violation of Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. In this regard, the adjudicating authority has initiated adjudication proceeding under section 454 of the Companies Act, 2013 for the aforesaid violation and issued the adjudication notice vide notice id: SCN/ADJ/03-2025/CN/00912 dated 19.03.2025 to the company and its directors. Pursuant to the adjudication notice the company has submitted its reply on 03.04.2025 stated that, the Board of Directors of the applicant company has, in good faith, resolved to make a suo moto application to this Hon?ble Registrar of Companies, under Section 454 of the Companies Act, 2013 for adjudication of penalties in respect of the default under Section 42 of the Companies Act, 2013. Further, the applicant company humbly prays that relief under Section 446B of the Companies Act, 2013 be granted, considering that the applicant company qualifies as a small company and a registered start-up. Hence the Adjudicating authority had issued notice for e-hearing on 01.05.2025 for e-hearing on 08.05.2025. Pursuant to the e-hearing notice Mr. Jayanth Viswanathan PCS, the authorized representative of the company was appeared before the Adjudicating Authority on 08.05.2025 and made submissions that the violation may be adjudicated under Section 450 of the Companies Act, 2013.
E.Order:
1. It is noticed that as per Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rule, 2014- 14(6) A return of allotment of securities under section 42 shall be filed with the Registrar within fifteen days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration offices and Fees) Rules, 2014 along with a complete list of all the allottees containing-
i. the full name, address, permanent Account Number and E-mail ID of such security holder;
ii. the class of security held;
iii. the date of allotment of security;
iv. the number of securities herd, nominal value and amount paid on such securities; and particulars of consideration received if tire securities were issued for consideration other than cash. However, the company has failed to disclose the details of PAN of the allottees in the list of allottees attached along with PAS-3 vide SRN F05280235 dated 06.06.2022 as required under Rule 14(6) of the Companies Act, 2013. Hence, company has violated Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and liable as per the provisions of Section 450 of the Companies Act, 2013.
As per Annual Return for financial year 2022-23, the paid up capital of the company is Rs. 155,220/- and turnover of Rs. 5,56,61,881/- for the financial year 2022-23. Therefore, the company fall under the definition of small company. Hence the lesser penalty is imposed to company and its directors as per the provision of section 446(B) 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 | VALUEPLUS TECHNOLOGIES PRIVATE LIMITED having CIN as U65100TN2016P TC111949 | 5000 | 0 | 200000 | |
| 2 | AWANISH RAJ having DIN as 07580465 | 5000 | 0 | 50000 | |
| 3 | . VISHRANTH SURESH BABU having DIN as 07580494 | 5000 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
