The Registrar of Companies, Uttar Pradesh II, passed an adjudication order dated 10 July 2026 under section 454 of the Companies Act, 2013 against Quality Enviro Engineers Limited for violation of section 39(5). The order states that the company approved a rights issue of 2,00,000 equity shares aggregating to ₹20,00,000, received the application money, allotted the shares on 18 December 2020 and filed Form PAS-3 on 28 July 2021. While filing Form PAS-3 under section 39(4), the company erroneously selected the field for allotment on a private placement basis and inadvertently attached documents relating to a private placement issue, including Form PAS-5, although the allotment was made on a rights basis, resulting in non-compliance with section 39(4) read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company submitted that it had suo motu filed an adjudication application in Form GNL-1 and sought the benefit of section 446B as a small company. The Registrar imposed penalties of ₹50,000 each on the company, Ashwani Srivastava, Rajiv Kumar, Neha Srivastava and Akhilesh Kumar, directing payment within 90 days and providing for an appeal before the Regional Director, Delhi, within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Uttar Pradesh II
2nd Floor, Kendriya Bhawan, GPOA Building, Fazalganj, Kanpur, Uttar Pradesh, India, 208012
Phone: 0512-2310443
E-mail: roc.noida@mca.gov.in
Order ID: PO/ADJ/07-2026/UW/02524 Dated: 10/07/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 39(5) 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 QUALITY ENVIRO ENGINEERS LIMITED [herein after known as Company] bearing CIN U29190UP2016PLC082974, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at S2, DADA MARKETSAHIBABAD RAILWAY STATION ROAD II, SAHIBABAD GHAZIABAD SAHIBABAD GHAZIABAD GHAZIABAD UTTAR PRADESH INDIA 201005
Individual details:
In the matter relating to ASHWANI SRIVASTAVA ———————
In the matter relating to RAJIV KUMAR ————————–
In the matter relating to NEHA SRIVASTAVA ———————-
In the matter relating to AKHILESH KUMAR —————-
C. Provisions of the Act:
In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.
D. Facts about the case:
1. Default committed by the officers in default/noticee – This office is in receipt of suo-moto application for adjudication through GNL-1 vide SRN AB6162850 dated 21.87.2025 for defaults under section 39 (4)n of the Companies Act, 2013. As per the application the following are the facts which is not complied by the applicants.
Pursuant to section 62(1)(a) of the Act, the board of directors of the applicant company in its meeting held on December 02, 2020 approved the issuance of 2,00,000(Two Lakh) Equity Shares of Face Value of INR 10 each at issue price of INR 10 each aggregating to INR 20,00,000 on Right basis to existing equity shareholders on December 02, 2020. The said Right offer remained open from December 06,2020 to December 21, 2020.
On receipt of the application amount on December 07, 2020, the board of directors has approved the said allotment in its meeting held on December 18, 2020. The return of allotment in form OAS-3 was filed by the Applicant company with the Registrar on July 28, 2021. While filing the form PAS-3 mandated under Section 39(4) of the Companies Act, 2013 for reporting aforementioned allotment of equity shares , the applicant company erroneously selected the filed specified for allotment on private placement basis and further inadvertently attached documents related to allotment on basis of private placement issue such as FORM PAS-5 (record of private placement offer kept by the Applicant company) although the said allotment was made on Right basis. Hence the company has violated the provisions of section 39(4) read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Further the company is required to update whether the default made good or not till date.
2. The company has not requested for e-hearing
E. Order:
1. The company through its director Shri Ashwani Srivastava has furnished a reply dated 02.06.2026 to the Show Cause Notice SCN/ADJ/05-2026/UW/04430 dated 26.05.2026. It is pertinent to mention here that the company in its reply has submitted that the company and its directors have Suo-moto filed an adjudication application in Form GNL-1 vide SRN-AB6162850 to adjudicate the default for the violation of section 39(5). The company in its reply also submitted that the company, being a small company for the financial year 2020-21 intitled to the benefit of the provisions of section 446B of the Companies Act, 2013. which provides for levy of a lesser penalty and requested to impose minimum penalty permissible under the said section.
In view of above considering facts submitted by the company the details of penalty imposed on the company, officers in default and others are shown in the table below:
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 | QUALITY ENVIRO ENGINEERS LIMITED having CIN as U29190UP2016P LC082974 | 50000 | 0 | 100000 | |
| 2 | ASHWANI SRIVASTAVA having DIN as 07384826 | 50000 | 0 | 100000 | |
| 3 | RAJIV KUMAR having DIN as 08203700 | 50000 | 0 | 100000 | |
| 4 | NEHA SRIVASTAVA having DIN as 07392526 | 50000 | 0 | 100000 | |
| 5 | AKHILESH KUMAR having DIN as 08203689 | 50000 | 0 | 100000 |
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.
Vineet Rai,
Registrar of Companies
ROC Uttar Pradesh II
