Penalty Leviable for Starting New Business Without Updating Object Clause: ROC Kanpur

The Ministry of Corporate Affairs, acting through the Registrar of Companies, Kanpur, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties for violation of Section 4(1)(c), read with Section 450. The company had diversified into additional information technology, digital marketing, and automation activities from September 2024 without first amending its object clause in the Memorandum of Association, as required by law. Although the company subsequently passed a special resolution in November 2025 and filed Form MGT-14 to regularise the object clause, the delay constituted a statutory default. A show cause notice was issued, and the company and its directors accepted the contravention. Applying the beneficial provisions available to start-up companies under Section 446B, the Adjudicating Officer imposed a penalty of ₹1,00,000 on the company and ₹25,000 each on three directors. The order directed payment within 90 days, specified the e-adjudication process, and outlined appellate remedies and consequences of non-payment.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in

Order ID: PO/ADJ/02-2026/KN/01564 Dated: 04/02/2026

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 META TECH VENTURES PRIVATE LIMITED [herein after known as Company] bearing CIN U62099UP2018PTC111042, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at D63/6B- 61, SHIVAJI NAGAR COLONY, MAHMOORGANJ VARANASI, U.P. NA VARANASI VARANASI UTTAR PRADESH INDIA 221010

Individual details:

In the matter relating to RAJ KUMAR AGRAWAL ——-

In the matter relating to MEGHA AGRAWAL . ———

In the matter relating to TRIPTI VERMA ——–

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 was incorporated in the year 2018 and since incorporation the company has conducted business as per objects. However, since September 2024, the company engaged in additional activities as part of its diversification plans and expand its business activities for the overall growth of the Company. The additional activities included Information Technology including a comprehensive suite of digital marketing and other automation tools aimed at helping business growth. The company passe the special resolution at the Extra Ordinary General Meeting held on 03rd November 2025 to amend its Memorandum of Association to broaden and align the object clause with the Company?s existing and proposed business activities. The company has also filed form MGT-14 dated 06.11.2025 to register the aforesaid special resolution to amend the object clause of the Memorandum of Association. From the above, it is clear that the company failed to alter its objects as per the change line of business activities as per the requirement of the provisions of Section 4 (1) (c) of the Companies Act, 2013. Therefore, liable for penal action under section 450 of the Companies Act, 2013.

2. No request for e hearing made in response filed by the Company and its Directors.

E. Order:

1. The company was incorporated in the year 2018 and since incorporation the company has conducted business as per objects. However, since September 2024, the company engaged in additional activities as part of its diversification plans and expanded its business activities for the overall growth of the Company. The additional activities included Information Technology including a comprehensive suite of digital marketing and other automation tools aimed at helping business growth which is in violation of section 4 (1) (c ) of the Companies Act 2013. Company passed the special resolution at the Extra Ordinary General Meeting held on 03rd November 2025 to amend its Memorandum of Association as per Section 13(1) read with sub section 9 to broaden and align the object clause with the Company?s existing and proposed business activities. The company filed the form MGT-14 dated 06.11.2025 vide SRN AB8840858 to register the aforesaid special resolution to amend the object clause of the Memorandum of Association. The same was registered on 19.11.2025 This office issued Show Cause Notice on 19.01.2026 to Company and its directors who failed to alter its objects as per the change in line of business activities as per the requirement of the provisions of Section 13 (1) of the Companies Act, 2013. More than 15 days have expired from issue of Show Cause Notice, response has been received from the company and its directors who have accepted the default. In the said circumstances, penalty as applicable to Start Up company (Section 446B of the Companies Act, 2013) as mentioned below is being imposed as per Section 450 of the Companies Act, 2013 on the Company as well as its Directors for violation of section 4 (1) (c ) 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:

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.

Sanjay Bose,
Registrar of Companies
ROC Kanpur