The Registrar of Companies, Pune, issued an adjudication order dated 30.07.2026 under Section 454 of the Companies Act, 2013 against CHEMDIST PROCESS SOLUTIONS PRIVATE LIMITED and its directors for violation of Section 62(1)(a) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debenture) Rules, 2014. The company suo motu applied for adjudication, stating that after approving a rights issue of 45,00,000 equity shares of Rs. 10 each aggregating to Rs. 4.50 crore, all shareholders accepted the offer, but the company proceeded with allotment of the shares and filed e-Form PAS-3 on 31.03.2024 without receiving the share application money. In their replies, the noticees stated that the lapse was inadvertent, procedural, without fraud or mala fide intention, and that the company qualified as a small company under Section 2(85). The Adjudicating Officer held that allotment of shares without receipt of consideration violated Section 62(1)(a) read with Rule 13 and, after considering the applicability of Section 446B, imposed penalties of Rs. 1,00,000 on the company and Rs. 25,000 each on the two directors. The noticees were directed to rectify the default, pay the penalties within 90 days, and were informed of their right to appeal before the Regional Director, Navi Mumbai within 60 days.
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
Sheti Mahamndal Bhavan, 1st Floor, 270, Bhamburda, Senapati Bapat Road, Pune, Maharashtra, India, 411016
Phone: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/07-2026/PU/02617 | Dated: 30/07/2026
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. 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 CHEMDIST PROCESS SOLUTIONS PRIVATE LIMITED [herein after known as Company] bearing CIN U29309PN2016PTC167093, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. 174/1, J BLOCK BHOSARI, TAL-HAVELI BHOSARI I.E. PUNE CITY PUNE MAHARASHTRA INDIA 411026
Individual details:
In the matter relating to TUSHAR PRABHAKAR WAGH ——–
In the matter relating to PRADNYA TUSHAR WAGH ——–
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 – a) The company has suo-motto filed an application for adjudication u/s 454 of the Companies Act, 2013 for violation of section 62(1)(a) of the Act r/w Rule 13 of the Companies (Share Capital and Debenture) Rule, 2014. In the application, it is submitted that the Board of directors of the Company, in its duly convened meeting held on 25th March 2024, resolved to issue 45,00,000 equity shares of Rs. 10 each at par aggregating to Rs. 4,50,00,000 by way of a right issue to the existing shareholders of the Company. In accordance with the said meeting, the Company issued a Rights Offer Letter specifying the number of shares offered and time period dated 25th March 2024 to all eligible equity shareholders as per the record date fixed on 25th March 2024, offering them the right to subscribe to additional equity shares in proportion to their existing shareholding. Pursuant to the offer for issue of equity shares on rights basis, all the shareholders conveyed their acceptance and intent to subscribe to the equity shares offered to them by right issue by way of sharing acceptance letter dated on 29th March 2024. However, it is submitted by the company that the Company inadvertently failed to ensure receipt of application money or consideration towards subscribed shares from the subscribing shareholders within prescribed time period and circulated the notice for convening its Board meeting dated on 30th March 2024 for allotment of equity shares. Despite the non-receipt of share application money, the Company proceeded with the allotment of equity shares to the said shareholders in its Board Meeting held on 30th March 2024. Subsequently, e-Form PAS-3 (Return of Allotment) was filed with the Registrar of Companies, Pune, on 31st March 2024 vide SRN AA7218132, reflecting the said allotment.
b) The allotment of shares without receiving consideration constitutes a contravention of Section 62(1)(a) of the Companies Act, 2013, for which the company and its officers in default are hereby called upon to show cause as to why penal action u/s 450 of the Act should not be initiated for aforesaid violation.
2. The company and the officers in default have not requested for e-hearing and the Adjudicating Officer is also of the view that the e-hearing is not required in the instant case.
E. Order:
1. The company and the directors have suo-moto filed an application seeking adjudication of penalty u/s 454 of the Companies Act, 2013 for violation of section 62(1)(a) of the Act r/w Rule 13 of the Companies (Share Capital and Debenture) Rule, 2014. The company in the application has submitted that despite the non-receipt of share application money, the Company proceeded with the allotment of equity shares to the shareholders. Accordingly, an adjudication notice was issued to the company and officers in default, who, pursuant to the notice, have submitted their replies.
2. In the replies, the noticees have submitted that the Company had Suo-Moto filed an application under Section 454 of the Companies Act, 2013 seeking adjudication of penalty for the aforesaid violation, immediately upon identification of the discrepancies in regard to disclosures relating to allotment of Equity Shares without receipt of share application money which happened due to inadvertent oversight. It has also been submitted in the reply that the default in the present case was purely procedural in nature and was neither wilful nor intentional. There was no element of fraud, misrepresentation, or mala fide intention, and the Company has not derived any undue benefit from the said procedural lapse. The company has also submitted that it is a small company as per Section 2 (85) of the Act.
3. On perusal of the replies by the company and the officers in default, it is observed that the company is a small company. Thus, provision of Section 446B of the Act is applicable in the instant case and the same is taken into consideration. The company has proceeded with the allotment of equity shares to the shareholders of the company without receipt of share application money resulting in violation of section 62(1)(a) of the Act r/w Rule 13 of the Companies (Share Capital and Debenture) Rule, 2014.
4. Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the replies submitted in response to the notice issued, I hereby impose the penalty on the officers in default for violation of section 62(1)(a) of the Act r/w Rule 13 of the Companies (Share Capital and Debenture) Rule, 2014 punishable under section 450 of the Act as under.
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 | CHEMDIST PROCESS SOLUTIONS PRIVATE LIMITED having CIN as U29309PN2016P TC167093 | 100000 | 0 | 200000 | |
| 2 | TUSHAR PRABHAKAR WAGH having DIN as 07624021 | 25000 | 0 | 50000 | |
| 3 | PRADNYA TUSHAR WAGH having DIN as 08177236 | 25000 | 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 Navi Mumbai 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.
Parvez Naikwadi,
Registrar of Companies
ROC Pune
