The Registrar of Companies (ROC), Delhi, issued an order adjudicating a penalty against Hexafun Private Limited and two of its directors for violating Section 42(9) of the Companies Act, 2013. The default related to the company’s failure to file the return of allotment in e-Form PAS-3 within the prescribed 15-day period following the allotment of 200 Compulsorily Convertible Debentures (CCDs) on December 19, 2023. The filing was due by January 2, 2024, but the company submitted the form on February 23, 2024, resulting in a delay of 51 days. The penalty was self-reported by the company through a suo moto adjudication application. In considering the penalty, the ROC noted the company’s submission that the default was unintentional and that the company qualified as a Startup/Small Company, which reduces the penalty amount per the provisions of Section 446B of the Act.
The Adjudicating Officer determined the penalty to be ₹25,500 for the company and ₹25,500 each for two directors, Harshit Singhal and Aakansha Singhal, calculated at a daily rate for the 51-day delay. The third director, Manali Shailesh Sanghvi, was exempted from the penalty as she was appointed after the default occurred. The total penalty imposed on the company and the two officers-in-default amounts to ₹76,500. The order requires the company and the two penalized directors to pay the amount within 90 days through the MCA’s ‘e-Adjudication’ facility, with the penalty imposed on the directors to be paid from their personal sources. Furthermore, the company was required to disclose this penalty in its forthcoming Board Report.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/09-2025/DL/00697 Dated: 29/09/2025
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 HEXAFUN PRIVATE LIMITED [herein after known as Company] bearing CIN U47912DL2023PTC413622, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 14/12 GEETA COLONY East Delhi East Delhi East Delhi Delhi India 110031
Individual details:
In the matter relating to HARSHIT SINGHAL [herein after known as individual] having DIN 10147661 and having its address at F1-1402 Tower F-1, 14th Floor CLEO COUNTRY, SECTOR-121 Noida Gautam Buddha Nagar Uttar Pradesh India 201301
In the matter relating to AAKANSHA SINGHAL [herein after known as individual] having DIN 10147662 and having its address at HOUSE-44,SHIVPURI KRISHNA NAGAR Shahdara Shahdara Delhi India 110051
In the matter relating to MANALI SHAILESH SANGHVI [herein after known as individual] having DIN 10560362 and having its address at 104 Montana, 4th Floor, Flat No.401, Laxmi Narayan Lane, Matunga East Mumbai Mumbai Maharashtra India 400019
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 – That this office is in receipt of suo moto application for adjudication through Form GNL-1 vide SRN N30478432 dated 28.04.2025 for default under section 42(8) of the Companies Act, 2013 r/w Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014.
That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 15.12.2023 for the issuance of 200 Compulsorily Convertible Debentures (‘CCDs’) on a private placement basis. The private placement offer letter (Form PAS-4) was circulated on the same date. The subscription money was received on 19.12.2023 and subsequently, 200 CCDs were allotted by passing Board resolution dated 19.12.2023.
That as per section 42(8) of Companies Act, 2013 r/w Rule 14(6) of Companies (Prospectus and Allotment of Securities) Rules, 2014, the company is required to file a return of allotment with the Registrar within 15 days of allotment in e-Form PAS-3. Therefore, the company should have filed the said e-form on or before 02.01.2024. However, the Company filed the e-Form PAS-3 vide SRN AA6915773 on 23.02.2024, resulting in a delay of 51 days (i.e. 03.01.2024 to 22.02.2024).
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 42(9) of CA, 2013 for the said non-compliance.
2. The company and its officers have not sought an opportunity of e-hearing in their reply to the e-SCN.
E. Order:
1. i. Whereas the company has filed suo-moto application for the adjudication of default of provisions of section 42 and 62 of the CA, 2013. In these applications, the non-compliance of section 42(8) of the Companies Act, 2013 r/w Rule 14(6) of the Companies (Prospectus and allotment of Securities) Rules, 2014 was also reported for which e-SCN u/s 42(9) of the Act was issued to the company and its officers on 12.09.2025 for delay in filing e-form PAS-3 pursuant to allotment of 200 Compulsorily Convertible Debentures (CCDs) in FY 2023-24.
ii. Whereas in the reply dated 20.09.2025, the company and its officers accepted the non-compliance and have stated that the default occurred was unintentional, inadvertent and without any mala fide motive. Further, it was informed that no penalty should be levied on Ms. Manali Shailesh Sanghvi, director of the company as she was appointed on the Board of the Company w.e.f. 21.03.2024 and therefore, is not liable for the defaults committed by the Company prior to the date of her appointment. Moreover, the company has also pointed out that it is a Startup Company and gets covered under the purview of small company at time of non-compliance. The submissions made by the company are taken into consideration while levying the penalties.
Therefore, in view of the above, it is observed that pursuant to the allotment of 200 Compulsorily Convertible Debentures on 19.12.2023 and the e-form PAS-3 filed vide SRN AA6915773 on 23.02.2024, the company has delayed in filing the said e-form by 51 days (i.e. 03.01.2024 to 22.02.2024) which led to the non-compliance u/s 42(8) of CA, 2013. Thus, the penalty is levied on the company and the officer-in-default as per section 42(9) r/w section 446B of the Act in consideration of the fact that Company gets covered under the purview of small company, subject to the condition that the same is disclosed in the forthcoming Board Report to maintain the necessary disclosures under Corporate Governance.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.
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 | HEXAFUN PRIVATE LIMITED having CIN as U47912DL2023P TC413622 | 25500 | 0 | 2500000 | |
| 2 | HARSHIT SINGHAL having DIN as 10147661 | 25500 | 0 | 2500000 | |
| 3 | AAKANSHA SINGHAL having DIN as 10147662 | 25500 | 0 | 2500000 | |
| 4 | MANALI SHAILESH SANGHVI having DIN as 10560362 | 0 | 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 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.
Seema Rath,
Registrar of Companies
ROC Delhi
