The Registrar of Companies, Haryana, imposed penalties under Section 450 of the Companies Act, 2013 for non-compliance with Section 62(1)(c) read with Rule 13(2)(d) and Rule 13(2)(h) of the Companies (Share Capital and Debentures) Rules, 2014. The company had passed a special resolution on 10.04.2023 for issuing 20,000 Compulsorily Convertible Debentures (CCDs) through private placement and circulated Form PAS-4 on the same date. However, it failed to include the mandatory disclosures prescribed under the Rules in the explanatory statement annexed to the notice of the general meeting. The company and its officers admitted that the lapse had occurred inadvertently. During adjudication, it was also noted that the company qualified as a Small Company and a recognized Start-up. Since the default was considered a one-time offence rather than a continuing contravention, the adjudicating officer applied Section 446B and imposed a reduced penalty of Rs. 5,000 each on the company and every officer in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Haryana
3rd Floor, Corporate Bhawan, Plot No.4-B, Sector 27-B, Chandigarh, Haryana, India, 160019
Phone: 011-26235703
E-mail: roc.haryana@mca.gov.in
Order ID: PO/ADJ/05-2026/HR/02146 | Dated: 04/06/2026
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 THEGOT HOSPITALITY PRIVATE LIMITED [herein after known as Company] bearing CIN U15549HR2020PTC085935, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 8TH FLOOR, BUILDING NO.8, TOWER C, DLF CYBER HUB, NA GURGAON GURGAON HARYANA INDIA 122002
Individual details:
In the matter relating to ARMAAN BINDRA _____________
In the matter relating to JOSEPH ROCHUNGH TOUTHANG _____________
In the matter relating to YUSUNG EO _____________
In the matter relating to SHWETA SANJAY DALVI _____________
In the matter relating to JAGRATO ROY _____________
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 l[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 – That this office is in receipt of suo moto application for adjudication through Form GNL-1 vide SRN N00884544 (dated 08.10.2024) and N31174253 (dated 09.06.2025) for default of various provisions of the Companies Act, 2013 r/w Rules specified therein. Due to multiple non-compliances, it was observed that there was requirement of calling some additional information/documents in the matter and therefore, a notice u/s 206(1) was issued on 19.05.2025. The response was received on 26.08.2025. In view of the application and response to this office notice, following is observed:
i. That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 10.04.2023 for the issuance of 20,000 Compulsorily Convertible Debentures (CCDs) on a private placement basis at face value of Rs. 100/- each. The private placement offer letter (Form PAS-4) was circulated on the same date through e-mail. The subscription money was received on 10.04.2023 (as per bank statement) and subsequently, 20,000 CCDs were allotted by passing Board resolution dated 25.04.2023.
ii. That as per section 62(1)(c) of the CA, 2013 r/w Rule 13(2)(d) of Companies (Share Capital and Debentures) Rules, 2014, the company was required to make disclosures specified in the said Rules in explanatory statement annexed to the notice of general meeting. However, the Company failed to make such disclosures in explanatory statement annexed to the notice of general meeting.
Therefore, in view of the above, the company and its officers need to show cause as to why they should not be penalized u/s 450 of CA, 2013 for the non-compliance of Section 62(1)(c) of the CA, 2013 r/w Rule 13(2)(d) and Rule 13(2)(h) of Companies (Share Capital and Debentures) Rules, 2014.
2. Company and its officers vide their reply dated 06.01.2026, admitted that the violation occurred inadvertently. They have also sought an opportunity to present their case. Accordingly hearing in the matter was held on 21.04.2026.
E. Order:
1. This office has received a suo moto application for adjudication through Form GNL-1 vide SRN N00884544 (dated 08.10.2024) and N31174253 (dated 09.06.2025) for default of various provisions of the Companies Act, 2013 r/w Rules specified therein. Due to multiple non-compliances, it was observed that there was requirement of calling some additional information/documents in the matter and therefore, a notice u/s 206(1) was issued on 19.05.2025. The response was received on 26.08.2025. In view of the application and response to this office notice, following is observed:
i. That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 10.04.2023 for the issuance of 20,000 Compulsorily Convertible Debentures (CCDs) on a private placement basis at face value of Rs. 100/- each. The private placement offer letter (Form PAS-4) was circulated on the same date through e-mail. The subscription money was received on 10.04.2023 (as per bank statement) and subsequently, 20,000 CCDs were allotted by passing Board resolution dated 25.04.2023.
ii. That as per section 62(1)(c) of the Companies Act, 2013 r/w Rule 13(2)(d) of Companies (Share Capital and Debentures) Rules, 2014, the company was required to make disclosures specified in the said Rules in explanatory statement annexed to the notice of general meeting. However, the Company failed to make such disclosures in explanatory statement annexed to the notice of general meeting.
Therefore, in view of the above, the company and its officers were asked to show cause as to why they should not be penalized u/s 450 of Companies Act, 2013 for the non-compliance of Section 62(1)(c) of the Companies Act, 2013 r/w Rule 13(2)(d) and Rule 13(2)(h) of Companies (Share Capital and Debentures) Rules, 2014.
Hearing in the matter was held on 21.04.2026 which was attended by the authorized representative of the Company and its officers, wherein she has also admitted the default and further submitted that the Company falls in the category of a Small Company and is also recognized as a Start-up Company by the Department for promotion of Industry and Internal Trade vide certificate No. DI PP80660.
It is observed that penalty amount stated in the Show Cause Notice is the maximum penalty imposable under section 450 Companies Act, 2013 , in case of a continuing offence. However, in the present case the offence is a one time offence. Hence the maximum imposable penalty is Rs 10000.
Further, from the Financial Statements of the Company for FY 2022-23 to 2024-25, it is observed that the Company indeed falls in the category of a Small Company. Hence the penalty is levied in terms of Section 446B of the Companies Act, 2013 by making it one half of the amount specified in the section.
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 | THEGOT HOSPITALITY PRIVATE LIMITED having CIN as U15549HR2020P TC085935 | 5000 | 0 | 200000 | |
| 2 | ARMAAN BIN DRA having DIN as 08727253 | 5000 | 0 | 50000 | |
| 3 | JOSEPH ROCHUNGH TOUTHANG having DIN as 08727254 |
5000 | 0 | 50000 | |
| 4 | YUSUNG EO having DIN as 08768197 | 5000 | 0 | 50000 | |
| 5 | SHWETA SANJAY DALVI having DIN as 09813043 | 5000 | 0 | 50000 | |
| 6 | JAGRATO ROY having DIN as 07315889 | 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 Chandigarh 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.
Sanjaya verma,
Registrar of Companies
ROC Haryana
