The Registrar of Companies (ROC), Ahmedabad, has issued an Adjudication Order dated September 24, 2025, imposing significant penalties on Gujarat Kidney and Super Speciality Limited (CIN U85300GJ2019PLC111559) and its four directors for a violation of Section 42(9) of the Companies Act, 2013. The case stems from the company’s default in filing the Return of Allotment (Form PAS-3) related to an allotment of securities through private placement under Section 42, where the consideration was “other than cash” (a Business Transfer Agreement).
The company initially filed the PAS-3 form on July 15, 2024, within the initial 15-day deadline from the allotment date of June 29, 2024. However, this filing was subsequently found to be deficient because the underlying Business Transfer Agreement did not have sufficient stamp duty paid. After rectifying this by paying the differential duty and a penalty to the Collector of Stamps, Vadodara, the company filed a revised PAS-3 with the correct documents on March 28, 2025. This revision resulted in a delay of 256 days from the original due date. The company and its officers filed a voluntary joint application for adjudication under Section 454 to regularize this delay and address the non-compliance. It was noted that one officer, Ms. Niki Paresh Tiwari, was excluded from the penalty as her appointment date as Company Secretary (December 10, 2024) was after the allotment date (June 26, 2024).
The Adjudicating Officer applied the penalty provision of Section 42(9), which mandates a penalty of ₹1,000 for each day the default continues, up to a maximum of ₹25,000,00. For the 256-day delay, a penalty of ₹2,56,000 was imposed on the company and an identical amount of ₹2,56,000 on each of the four defaulting officers: Veenus Gehlot, Bhavikaben Mitesh Patel, Pragnesh Yashwantsinh Bharpoda, and Bhartiben Pragnesh Bharpoda. The total penalty levied is ₹12,80,000. The order directs all penalized parties to pay the amount through the ‘e-Adjudication’ facility within 90 days of receiving the order, explicitly stating that the officers’ penalties must be paid from their personal sources/income. Non-payment within the timeline will attract consequences under Section 454(8), and an appeal against the order can be filed with the Regional Director, Ahmedabad, within sixty days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat, India, 380013
Phone: 079-27438531, E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/09-2025/AD/00688 Dated: 24/09/2025
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 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 GUJARAT KIDNEY AND SUPER SPECIALITY LIMITED [herein after known as Company] bearing CIN U85300GJ2019PLC111559, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at Plot No1,City Sarve No1537/A, Jetalpur Rd Gokak Mill Compound, Alkapuri, NA VADODARA Vadodara Gujarat India 390020
Individual details:
In the matter relating to VEENUS GEHLOT [herein after known as individual] having DIN 10975051 and having its address at 147 B, Paota C RoadPolo II Jodhpur Rajasthan India 342001
In the matter relating to NIKI PARESH TIWARI [herein after known as individual] having PAN BMVPK3165L and having its address at F 402 SHREEJI VANDAN BESIDE RAJ RATNA PLATINA VAIKUNTH CROSS ROAD Vadodara Vadodara Gujarat India 390025
In the matter relating to BHAVIKABEN MITESH PATEL [herein after known as individual] having PAN CMMPM3301E and having its address at D-50, Lalita Nagar, Nr. Rajesh Tower Gotri Road Vadodara Vadodara Gujarat India 390021
In the matter relating to PRAGNESH YASHWANTSINH BHARPODA [herein after known as individual] having DIN 01033141 and having its address at 272, Anita Surgical hospital, Station Road. Station Road Dahod Gujarat India 389151
In the matter relating to BHARTIBEN PRAGNESH BHARPODA [herein after known as individual] having DIN 08644746 and having its address at Anita Surgical Hospital, Station Road, Opp Chhotalal Balmandir, Dahod Gujarat India 389151
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/ Officers have filed joint application in GNL-1 vide N29864998 dated 28.03.2025 to compound the offences for lapse in compliance of the provisions of Section 39 in respect of Return of Allotment of shares of the Companies Act, 2013. However, on perusal of application, following information missing/ discrepancies observed in the application, if approved we mark the e-form for resubmission to resolve the below queries: The company has filed an application in GNL-1 bearing SRN N29864998 on 28.03.2025 wherein some explanation/ compliance were called by ROC, Ahmedabad which inter alia as under: As per the clause 7.2 of the application, there is default of Section 39(3) of the Act, whereas on the face it appears that company/ Officer committed default of Section 39(4) of the Act, please clarify the same. Further, specify the period of default and officers covered for the relevant period, also Application of adjudication of Offence u/s 454 of the Companies Act, 2013 signed by all the Applicant / defaulting / every officer/ KMPs including whole-time CS and CFO for the relevant period of default 2. In last three year whether the similar offence in nature under the Companies Act 1956/2013 committed /compounded/Adjudication? 3. Please clarify Whether default notice issued, if any? Whether any inspection, investigation and/or enquiry initiated of pending? 4 Whether any inspection, investigation and/or inquiry initiated or pending 6. How the default has been made good? all the information is required to be furnished parawise in tabular it is further observed upon resubmission of e-form GNL-1 that company has made allotment of securities through private placement u/s 62(1)(c) of the Companies Act, 2013 read with Section 42 of the Companies Act, 2013 as such offence committed by the company and Officers for delayed/ wrong filing of PAS-3 under Section 42(8) of the Companies Act, 2013 instead of Section 39(4) of the Companies Act, 2013, applicant may be directed to place the relevant fact on record and file appropriate application in the best interest of the Companies Act, 2013. Further observed that the company has filed the revised application for offence committed section 42(8) of the Companies Act, 2013, however, it is observed that date of passing resolution in PAS-3 bearing SRN AB3102526 is wrongly entered i.e. entered 28.06.2024 instead of 27.06.2024. Thereafter, the company has resubmitted e-form GNL-1 on 03.06.2025. In the application the company citing that the applicant had filed a return of allotment in Form PAS-3 vide SRN AA9315649 dated 15.07.2024 for allotment of Equity Shares for consideration other than cash (date of allotment 29.06.2024) wherein a copy of business Transfer Agreement was attached. However, during legal due diligence, it was found that the company had not paid sufficient stamp duty on the business transfer Agreement. Therefore the company approached collector of Stamps, Vadodara and paid difference amount of duty payable on the instrument along with additional amount of penalty u/s 33 of Gujarat Stamp Act. After regularizing the document, the company again prepared a revised Return of Allotment in Form PAS 3 and submitted in online MCA system vide SRN AB3102526 dated 28.03.2025 along with copy of original Business Transferor Agreement and a copy of letter received from the Office of collector Stamps and Challan evidencing payment the correct documents in online MCA system. Thus the Offence was made good by submission of the said revised Return. For the purpose regularizing the delay in filing the Return of allotment in Form PAS 3 along with additional documents evidencing payment of proper stamp duty on the agreement, the applicants have preferred the application for adjudication of penalties payable under Section 42(8) of the Companies Act, 2013. The return of allotment in Form PAS 3 was originally submitted with 15 days from the date of allotment i.e. 15/07/2024 which was due date howev revised form PAS 3 has been submitted with additional documents on 28.03.2025 resulting in a delay of 255 days.
2. In terms of Section 454(4) of the Companies Act, 2013 read with Rules made thereunder, hearing was fixed on 24.09.2025. However, none of the representatives of the Company/ Officers have joined the link / VC despite of opportunity of being heard scheduled on 24.09.2025.
E. Order:
1. The company vide letter dated 27.06.2025 has submitted that on the date of allotment, Ms. Niki Tiwari was not acting as company secretary of the company. She may not be considered as office in default. In view of submission made by the company as well as records available on MCA records, penalty is imposed on the company and below mentioned Applicants upon filing of voluntary joint application to adjudicate the offence committed under section 196 of the Companies Act, 2013 except Ms. Niki Tiwari who was appointed as company secretary on 10.12.2024 whereas the allotment of shares was done on 26.06.2024 prior to her appointment:
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 | GUJARAT KIDNEY AND SUPER SPECIALITY LIMITED having CIN as U85300GJ2019P LC111559 | 256000 | 0 | 2500000 | |
| 2 | VEENUS
GEHLOT having DIN as 10975051 |
256000 | 0 | 2500000 | |
| 3 | NIKI PARESH TIWARI having PAN as BMVPK3165L | 0 | 0 | 2500000 | |
| 4 | BHAVIKABEN MITESH PATEL having PAN as CMMPM3301E | 256000 | 0 | 2500000 | |
| 5 | PRAGNESH YASHWANTSINH BHARPODA having DIN as 01033141 | 256000 | 0 | 2500000 | |
| 6 | BHARTIBEN PRAGNESH BHARPODA having DIN as 08644746 |
256000 | 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].
3. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
