The Registrar of Companies, Gwalior passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 42(9) relating to delayed filing of return of allotment. The company had suo motu applied for adjudication after failing to file the return of allotment within the prescribed 15-day period from the date of allotment. Upon verification, the Adjudicating Officer found that the default continued for a short period in March 2021. A show cause notice was issued, followed by an opportunity of hearing through e-hearing, which was duly attended by the authorised representative. While the Act prescribes a per-day penalty subject to a high maximum limit, the company qualified as a “small company” under Section 2(85). Accordingly, the benefit of Section 446B was extended, limiting the penalty to half of the prescribed amount. A penalty of ₹5,000 each was imposed on the company and its two directors, with directions for payment and rectification within the stipulated time.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Gwalior
Registrar Of Companies, 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh, India, 474009
Phone: 0751-2321907
Fax: 0751-2631853
E-mail: roc.gwalior@mca.gov.in
Order ID: PO/ADJ/12-2025/GL/01217 | Dated: 16/12/2025
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 TECHXR INNOVATIONS PRIVATE LIMITED [herein after known as Company] bearing CIN U72900MP2021PTC054414, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OFFICE NO. SF-15, 2ND FLOOR, AKRITI BUSINESS CENTER (ABC) AKRITI ECOCITY, SALAIYA UNIVERSITY (BHOPAL) HUZUR BHOPAL MADHYA PRADESH INDIA 462026
Individual details:
In the matter relating to MEENAL PANDEY…………….
In the matter relating to SHUBHANSHU SHUKLA…………..
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 – The company TECHXR INNOVATIONS PRIVATE LIMITED (CIN: U72900MP2021PTC054414) has filed suo-moto an application of Adjudication under section 454 of the Companies Act, 2013 for Adjudication of Penalties for Non-compliance of Section 42 of the companies Act, 2013 through the e-Form GNL-1 vide SRN: AB6513117 on 10.09.2025. This office has verified the facts and found that the company has violated the provision of section 42 of Companies Act 2013 as the company did not file its return of allotment within 15 days from the date of allotment.
2. The company has filed an application dated 06.09.2025, accordingly the matter has been taken up and opportunity of being heard has been given to the applicants on 09.12.2025.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/10-2025/GL/02702 dated 27.10.2025 was issued to the Company and its Officers in default (hereinafter referred to as the notices) under Section 454 For Non-Compliance of Section 42 of the Act.
B. Thus, an opportunity of being heard was granted by the Adjudicating Officer to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 09.12.2025 at 12:00 PM (IST) and notice bearing ID: EH/ADJ/12-2025/GL/00937 dated 02.12.2025 was issued. The authorised representative on behalf of the company appeared and attended the hearing.
C. Based on the facts and circumstances of the case, it is observed that the Company has violated the provision of section 42(8) of Companies Act 2013 through the e-Form GNL-1 vide SRN: AB6513117 on 10.09.2025. This office has verified the facts and found that the company has violated the provision of section 42 of Companies Act 2013 as the company did not file its return of allotment within 15 days from the date of allotment.
E. The period of default is considered from the 22.03.2021-31.03.2021. Accordingly, 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.
F. However, the Subject Company falls within the definition of a Small Company under the provisions of Section 2(85) of the Act as its paid-up capital is Rs. 1,02,700/- and its turnover is Rs. 8,49,957/- as on 31.03.2021. Therefore, as per the provisions of Section 446B of the Companies Act, 2013, the Company and the Officers in default shall be subject to penalty which shall not be more than one half of the prescribed penalty.
G. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 5000/- (Five Thousand Only) on the Company and its Officers in default namely Smt. Meenal Pandey (DIN: 09022114) and Shri Shubhanshu Shukla (DIN: 0902216).
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 | TECHXR INNOVATIONS PRIVATE LIMITED having CIN as U72900MP2021P TC054414 | 5000 | 0 | 2500000 | |
| 2 | MEENAL PANDEY having DIN as 09022114 | 5000 | 0 | 2500000 | |
| 3 | SHUBHANSHU SHUKLA having DIN as 09022116 | 5000 | 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 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.
Anjali Pokhriyal,
Registrar of Companies
ROC Gwalior
