The Registrar of Companies, Delhi II, issued an adjudication order dated 05.08.2026 under Section 454 of the Companies Act, 2013 for violation of Section 42(10) read with Rule 14(5) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 against Hindustan Coca Cola Holdings Private Limited. The matter arose from a suo motu adjudication application filed by the company regarding a procedural deviation in a preferential allotment approved on 30.03.2019, where subscription money for 31,48,71,754 equity shares allotted to Bharat Coca-Cola Overseas Holdings Pte. Ltd. was received from the bank account of Hindustan Coca-Cola Overseas Holdings Pte. Limited instead of the subscriber’s own bank account. Following a physical hearing on 25.06.2026, the order imposed penalties of ₹1.5 crore on the company, ₹1 crore each on two directors, and ₹1 crore each on the two promoters, while no monetary penalty was imposed on two other directors. The noticees were directed to rectify the default and pay the applicable penalties within 90 days, with a right to appeal before the Regional Director, Delhi within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/08-2026/DC/02629 Dated: 05/08/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 42(10) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 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 HINDUSTAN COCA COLA HOLDINGS PRIVATE LIMITED [herein after known as Company] bearing CIN U74899DL1997FTC085304, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at B-91, MAYAPURI INDUSTRIAL AREA PHASE-I NA NEW DELHI WEST DELHI DELHI INDIA 110064
Individual details:
In the matter relating to DAISY KHANNA ————
In the matter relating to SRIDHAR RAMAN —————–
In the matter relating to LAGAN SHASTRI —————
In the matter relating to SONALI KHANNA——————-
C. Provisions of the Act:
Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribers within a period of thirty days of the order imposing the penalty.
D. Facts about the case:
1. Default committed by the officers in default/noticee – 1.Whereas, this office is in receipt of a suo-motu adjudication application filed by the Company under Section 454 of the Companies Act, 2013 seeking adjudication in respect of procedural deviation under Rule 14(5) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (“PAS Rules”) r/w section 42 of Companies Act, 2013.2.As per the submissions made in the application, the Company approved issuance of 1,03,27,04,999 equity shares on preferential basis on 30.03.2019 to certain allottees including Bharat Coca-Cola Overseas Holdings Pte. Ltd. (“BCCOH”) and Hindustan Coca-Cola Overseas Holdings Pte. Limited (“HCCOH”). 3.It has been stated that BCCOH did not maintain a bank account in its own name and therefore the subscription amount towards allotment of 31,48,71,754 equity shares was remitted by HCCOH on behalf of BCCOH. The Company accepted the subscription money received from the bank account of HCCOH instead of the bank account of the subscriber/allottee namely BCCOH. 4.Rule 14(5) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that: “The payment to be made on subscription to securities shall be made from the bank account of the person subscribing to such securities and the company shall keep the record of the bank account from where such payments for subscriptions have been received.”5.From the submissions and records filed, it is observed that the Company accepted subscription money for preferential allotment from a person/entity other than the subscriber/allottee, thereby contravening the provisions of Rule 14(5) of PAS Rules, 2014 read with Section 42 of the Companies Act, 2013. 6.Further, it is observed that the Board of Directors and officers responsible for conduct of the preferential allotment process failed to ensure compliance with the statutory requirement that consideration towards subscription be received from the subscriber’s own bank account. 7.Accordingly, the Company and every officer in default including the promoters, if any are prima facie liable for action under Section 42(10) of the Companies Act, 2013, which provides that where a company makes an offer or accepts monies in contravention of Section 42, the company, its promoters and directors shall be liable for penalty which may extend to the amount involved in the offer or invitation or Rupees Two Crore, whichever is higher, and the company shall also refund all monies to subscribers within a period of thirty days of the order imposing penalty. 8.Therefore, in exercise of powers conferred under Section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014, the company, its officers and promoters, if any are hereby called upon to show cause within 15 days from the date of receipt of this notice as to why penalty should not be imposed upon the Company and the officers in default for violation of Rule 14(5) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 read with Section 42 of the Companies Act, 2013. Further, pursuant to section 20 of Companies Act, 2013, the notice is being served upon the company is also meant for servicing on all the officers of the company who are in default including promoters, if any. The Company shall bring the notice to the knowledge of all noticees as well as its officers including the promoters, if any, immediately upon receipt of this notice.9.You are further directed to furnish the following information/documents: a. Certified copy of Board Resolution approving preferential allotmentb. Details of officers responsible for the allotment and filing compliancesc. Bank statements evidencing receipt of subscription moneyd. Copy of PAS-3 filed with MCAe. Copy of FIRC and RBI correspondence relied upon by the Company;f. Detailed explanation as to why the amount was accepted from an account other than that of the subscriber;g. Any submissions/documents relied upon in defence.h. as section 42(10) of CA, 2013 requires imposi of penalty on the promoters as well. The company is required to provide the details of promoters, if any, at the time of default.10.In case no reply is received within the stipulated period, it shall be presumed that you have nothing to state in the matter and the adjudication shall be proceeded ex parte on the basis of available records without any further notice.
2. A physical hearing in the matter was conducted on 25.06.2026 as requested by noticees.
E. Order:
1. As per attached order.
Further, in addition to penalty table below, penalty of Rs. 1,00,00,000/- each is imposed on each of the promoters, namely, BHARAT COCA-COLA OVERSEAS HOLDINGS PTE. LTD and HINDUSTAN COCA-COLA HOLDINGS PTE LIMITED.
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 | HINDUSTAN COCA COLA HOLDINGS PRIVATE LIMITED having CIN as U74899DL1997F TC085304 | 15000000 | 0 | 20000000 | |
| 2 | DAISY KHANNA having DIN as 07545503 | 0 | 0 | 20000000 | |
| 3 | SRIDHAR RAMAN having DIN as 02807598 | 10000000 | 0 | 20000000 | |
| 4 | LAGAN SHASTRI having DIN as 07486454 | 0 | 0 | 20000000 | |
| 5 | SONALI KHANNA having DIN as 07761855 | 10000000 | 0 | 20000000 |
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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
