Penalty Levied Because Incorrect Pricing Date Was Disclosed in Private Placement Notice; ROC Fines Company Because MGT-14 Incorrectly Classified Private Placement Resolution; Failure to Attach Valuation Report and PAS-5 Leads to Penalty in Private Placement Case.
The Registrar of Companies, Delhi, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties under Section 450 for three separate compliance failures relating to a private placement of equity shares by the company during FY 2022-23. The company had passed a special resolution for issuing equity shares on a private placement basis and subsequently allotted the shares after receiving subscription money. However, it admitted multiple non-compliances through a suo motu application filed in Form GNL-1. First, the explanatory statement annexed to the general meeting notice incorrectly disclosed the relevant date for pricing of shares, resulting in violation of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014. Secondly, the company incorrectly selected the resolution type as “Others” instead of “Private Placement” in Form MGT-14. Thirdly, it failed to attach the valuation report and Form PAS-5 with Form PAS-3. Considering that the company was a recognised start-up eligible for relief under Section 446B, the ROC imposed reduced penalties of ₹15,000 each on the company and five officers in default and directed rectification and payment within the prescribed period.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi I
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/06-2026/DL/02297 Dated: 10/06/2026
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 CENTRICITY WEALTH TECH PRIVATE LIMITED [herein after known as Company] bearing CIN U72900DL2021PTC383952, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1108 AND 1110 ANTRIKSH BHAWAN, KASTURBA GANDHI MARG, NEW DELHI NEW DELHI G.P.O. NEW DELHI NEW DELHI DELHI INDIA 110001
Individual details:
In the matter relating to MANISH SHARMA ——-
In the matter relating to ADITYA SHANKAR ——-
In the matter relating to GAURAV KUMAR TIWARI ——-
In the matter relating to PUSHPENDRA SINGH ——–
In the matter relating to MANU AWASTHY —–
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 1[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 –
i. That this office is in receipt of suo-moto application for adjudication through Form GNL-1 vide SRN AB6048949 dated 25/08/2025 for default of provisions of section 42 of the Companies Act, 2013 r/w relevant Rules.
ii. That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 03.08.2022 for the issuance of 2,40,000 Equity Shares on a private placement basis. The private placement offer letter (Form PAS-4) was circulated on the same date. The subscription money was received from 05.08.2022 to 02.09.2022 and subsequently, 2,39,200 equity shares were allotted through Board resolution dated 03.09.2022. The return of allotment was filed e-Form PAS-3 vide SRN F23832389 on 05.09.2022.
iii. 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 related to relevant date with reference to which price of shares has been arrived in explanatory statement annexed to the notice of general meeting. However, the date was wrongly mentioned as 01.08.2022 instead of 30.06.2022 in the explanatory statement. This resulted in violation of Rule 13 of Companies (Share Capital and Debentures) Rules, 2014.
iv. That the company filed e-form MGT-14 vide SRN: F22269989 on 18.08.2022 for filing the special resolution for mentioned issuance of equity shares on private placement basis. However, in e-form, type of resolution has been incorrectly chosen as “Others” instead of “Private Placement”. This resulted in violation of section Rule 8(3) of Companies (Registration Offices and Fees) Rules, 2014 and the director certifying the form is liable for the said violation.
v. That the company filed e-form PAS-3 vide SRN F23832389 on 05.09.2022. However, the company failed to attach copy of Valuation report and PAS-5 with the said e-form. This resulted in violation of section Rule 8(3) of Companies (Registration Offices and Fees) Rules, 2014 and the director certifying the form is liable for the said violation.
Therefore, in view of the above, there is violation of Rule 13(2)(d)) of Companies (Share Capital and Debentures) Rules, 2014 and Rule 8(3) of Companies (Registration Offices and Fees) Rules, 2014. The company and its officers are required to show cause as to why they should not be penalized u/s 450 of CA, 2013 for the said non-compliances.
Note: As there are three separate violations, the penalty will be imposed accordingly.
2. No e-hearing have been sought by the Noticees.
E. Order:
1. Whereas on facts of the case, an e-SCN (SCN/ADJ/11-2025/DL/02951) u/s 62 (1)(c) r/w 42 was issued to the company and its officers-in-default on 26.11.2025 regarding the issuance of Equity Shares on a Private Placement Basis during FY 2022-23. Response was received on 29.05.2026 where the company and the officer-in-default accepted non-compliance and stated that they sincerely regret the unintentional non-compliance of Section 62(1)(c) r/w 42 of the Companies Act, 2013 r/w Rule 8(3) of the Companies (Registration Offices and Fees) Rule, 2014 and 13(2)(d) of Companies (Share Capital and Debentures) Rules, 2014.
2. Whereas the company passed a Special Resolution at the Extra- Ordinary General Meeting held on 03.08.2022 for the issuance of 2,40,000 Equity Shares on a private placement basis. The private placement offer letter (Form PAS-4) was circulated on the same date. The subscription money was received from 05.08.2022 to 02.09.2022 and subsequently, 2,39,200 equity shares were allotted through Board resolution dated 03.09.2022. The return of allotment was filed e- Form PAS-3 on 05.09.2022.3. The Company has made the following violations:
i. As per provision to section 62(1)(c) of the Companies Act, 2013 r/w Rule 13(2)(d) of Companies Act (Share Capital) Rules, 2014, the company was required to make disclosures related to relevant date with reference to which price of shares has been arrived in explanatory statement annexed to the notice of general meeting. However, the date was wrongly mentioned as 01.08.2022 instead of 30.06.2022 in the explanatory statement. This resulted in violation of Rule 13 of Companies (Share Capital and Debentures) Rules, 2014.
ii. That the company filed e-form MGT-14 on 18.08.2022 for filing the special resolution for mentioned issuance of equity shares on private placement basis. However, in e-form, type of resolution has been incorrectly chosen as ‘Others’ instead of ‘Private Placement’. This resulted in violation of section Rule 8(3) of Companies (Registration Offices and Fees) Rules,2014.
iii. That the company filed e-form PAS-3 on 05.09.2022. However, the company failed to attach copy of Valuation report and PAS-5 with the said e-form. This resulted in violation of Rule 8(3) of Companies (Registration Offices and Fees) Rules,2014.
4. Accordingly, a hearing was scheduled on 26.05.2026, at the company’s request, and the company was asked to provide the certified true copy of the aforesaid documents within five days. Consequently, the required documents have been received on 29.05.2026 by the Company. The Company submitted the following documents:
i. Minutes and agenda of Board meeting convened on 02.08.2022 and 03.09.2022 and that of EGM convened on 03.08.2022 along with attendance register of said meetings;
ii. Private placement offer letter (PAS-4)
iii. Form PAS-5
iv. Valuation report pertaining to above allotment.5. The penalties imposed upon the company and the officer in default while issuance of SCN have been generated in differing amounts, which is a technical fault. As there are three distinct violations, each falling under Section 450 of the Companies Act, 2013, a single consolidated order shall be issued in respect of these three violations, and the penalty shall be levied accordingly for each violation made.
6. Furthermore, the Company provided proof of being a recognized Start-up registered with the Department of Promotion of Industry and Internal Trade, Government of India. Accordingly the Company falls within the ambit of Section 446B of the Companies Act, 2013. On the basis of documents furnished and made, the penalty is levied on the company and the officer-in-default as per section 450 of the Act r/w section 446B of the Act 2013 for three separate violations.
7. The matter has been adjudicated as per application and reason provided by the company in its application through e-form GNL-1 dated 25.08.2025. If this leads to any other non-compliance following under the provisions of Companies Act, the company has the liberty to rectify the same by way of compounding, adjudication, under section 131 or others as per the provisions of Companies Act, 2013.
8. Subject to consideration that the company has to disclose this adjudication order and the reason(s) for such adjudication in their forthcoming Board’s Report.
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 | CENTRICITY WEALTH TECH PRIVATE LIMITED having CIN as U72900DL2021P TC383952 | 15000 | 0 | 200000 | |
| 2 | MANISH SHARMA having DIN as 08172659 | 15000 | 0 | 50000 | |
| 3 | ADITYA SHANKAR having DIN as 08324055 | 15000 | 0 | 50000 | |
| 4 | GAURAV KUMAR TIWARI having DIN as 09406391 | 15000 | 0 | 50000 | |
| 5 | PUSHPENDRA SINGH having DIN as 09406392 | 15000 | 0 | 50000 | |
| 6 | MANU AWASTHY having DIN as 09414906 | 15000 | 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 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.
Seema Rath,
Registrar of Companies
ROC Delhi I
