The Registrar of Companies (ROC) Cuttack has imposed a penalty on Z Estates Private Limited and its director for failing to comply with share allotment filing requirements. The company was found in violation of Section 75 of the Companies Act, 1956, which corresponds to Section 39 of the Companies Act, 2013. The violation occurred in 2008 when the company allotted equity and preference shares to acquire land from M/s Z-Harshpriya but did not file the required Form 3 with the ROC.
The company and its director, Tapan Kumar Mohanty, were issued a show-cause notice regarding the default. In a written reply, the company admitted to the violation as stated in the notice. Based on this admission, the adjudicating officer found the company and its officer in default. The officer determined that the failure to file the required form constituted a clear violation of the statutory provisions.
As a result, a penalty was imposed under Section 39(5) of the Companies Act, 2013. The order specifies a penalty of Rs. 1,00,000 for the company and Rs. 1,00,000 for the director, Tapan Kumar Mohanty. The penalties are to be paid from personal funds and must be settled within 90 days of receiving the order. The order also informs the company and the director of their right to file an appeal with the Regional Director within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,CDA,
Cuttack, Odisha, India, 753014
Phone: 0671-2366952 | E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/08-2025/CT/00608 Dated: 28/08/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 39(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 Z ESTATES PRIVATE LIMITED [herein after known as Company] bearing CIN U45201OR2007PTC009579, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at M/4 – 34 ACHARYA VIHAR NA BHUBANESWAR Orissa India 751013
Individual details:
In the matter relating to TAPAN KUMAR MOHANTY [herein after known as individual] having DIN 00931315 and having its address at JHANJIRI MANGALA GADA BADAM BADI CUTTACK Orissa India 753009
C. Provisions of the Act:
In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Company has allotted Equity Shares/ Preference Shares on 21.02.2008 for acquisition of Land from M/s Z-Harshpriya. In this regard, the Company has failed to comply with the provisions of Section 75 of the Companies Act, 1956 and also failed to file Form 3. In this connection, your attention is drawn to the corresponding provisions of Section 39 of the Companies Act, 2013.
2. N. A.
E. Order:
1. Facts about the case : The Company has allotted Equity Shares/ Preference Shares on 21.02.2008 for acquisition of Land from M/s Z-Harshpriya. In this regard, the Company has failed to comply with the provisions of Section 75 of the Companies Act, 1956 and also failed to file Form 3. In this connection, your attention is drawn to the corresponding provisions of Section 39 of the Companies Act, 2013.
SCN : The Show Cause Notice (SCN) was issued on 15.07.2025, through e-mail as well as Speed Post, to (1) the company ? Z Estates Private Limited, (2) Shri Tapan Kumar Mohanty, Managing Director.
Reply of the Company : The company vide its letter dated 07.08.2025 has admitted the contents of the Show Cause Notice dated 15.07.2025.
Order :
The Company has admitted the violations occurred and hence, the A.O. do hereby impose penalty upon the company and its Directors/Officers in default for the relevant period under the provisions of Section 39(5) of the Companies Act, 2013 for violation of Section 75 of the Companies Act, 1956 read with Section 39(4) 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 | Z ESTATES PRIVATE LIMITED having CIN as U45201OR2007P TC009579 | 100000 | 0 | 100000 | |
| 2 | TAPAN KUMAR MOHANTY having DIN as 00931315 | 100000 | 0 | 100000 |
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 Kolkata 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.
Sudhir Kapoor,
Registrar of Companies
ROC Cuttack
