Regulatory Update: The Registrar of Companies, Delhi II, issued Order ID PO/ADJ/07-2026/DC/02565 dated 22.07.2026 under Section 454 of the Companies Act, 2013 for adjudication of penalty against Synergy Advanced Metals Limited for violation of Section 450 arising from non-compliance with Section 29 of the Companies Act, 2013 read with Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company filed a suo motu application stating that it made an allotment of securities on 30.03.2019 before converting the existing shareholding of promoters and directors into dematerialised form. The company accepted the default and submitted that it was subsequently rectified through ISIN activation and dematerialisation. Based on the material on record, the Registrar observed that the default period extended from 30.03.2019 to 30.10.2025 and held that the company and its officers had failed to hold existing shares in dematerialised form at the time of the fresh allotment. As the calculated penalty exceeded the statutory limit, the maximum penalty was imposed, comprising ₹2,00,000 on the company and ₹50,000 each on Arvind Kumar Tiwari, Surbhi Narang and Anubhav Kathuria, while no penalty amount was imposed on Subhash Chand Jain, Subhash Chander Kathuria and Sakshi Kathuria. The order directs payment within 90 days and provides for an appeal to the Regional Director, Delhi, within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/07-2026/DC/02565 | Dated: 22/07/2026
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 10/02/20266 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 SYNERGY ADVANCED METALS LIMITED [herein after known as Company] bearing CIN U27107DL1973PLC210670, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1/1, KIRTI NAGAR INDUSTRIAL AREA, NEW DELHI NA NEW DELHI WEST DELHI DELHI INDIA 110015
Individual details:
In the matter relating to ARVIND KUMAR TIWARI ____________
In the matter relating to SUBHASH CHAND JAIN ____________
In the matter relating to SURBHI NARANG ____________
In the matter relating to SUBHASH CHANDER KATHURIA ____________
In the matter relating to ANUBHAV KATHURIA ____________
In the matter relating to SAKSHI KATHURIA ____________
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 – 1.The Company has suo-moto applied for adjudication in e-form GNL-1 vide SRN: AC1364202 for violation of Section 29 of CA, 2013 read with Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
2. In the financial year 2018-19, the company made allotment of securities on 30.03.2019, however, before making such offer, the Company did not convert existing shareholding of promoter and directors of the Company into Dematerialized form, resulting in non-compliance of Section 29 of the Act read with Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 as per section 29 (1A), such class or classes of unlisted companies as may be prescribed, the securities shall be held or transferred only in dematerialized form w.e.f. 02.10.2018.
3. The allotted securities, as per letter from National Securities Depository Limited, were converted into dematerialized format on 15.05.2019.
Thus, in view of the above, the company and its officers need show cause as to why penal action under Section 450 of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the Section 29 of Companies Act, 2013. Further, it is also needed to clarify:
i. When were the existing shares of company were dematerialized and proof of such dematerialization including details of ISIN.
ii. Offer letter for securities allotted on 30.03.2019
2. Hearing not sought by noticees in the matter.
Order:
1. Whereas, in view of the facts of the case, an e-SCN under Section 450 of the Companies Act, 2013 for default of section 29 was issued to the company and its officers on 12.06.2026. The response to the e-SCN was received on 16.06.2026 wherein the default was accepted. It is submitted by the company that the non-compliance was neither intentional nor carried out with mala fide intention. Further, the default was rectified by obtaining ISIN and dematerialization of shares. Copy of ISIN activation letter issued by NSDL, BENPOS and Certificate from Secretarial Auditors of company confirming dematerialization of shares are also submitted with response.
Whereas from the Certificate issued by Secretarial Auditors of company confirming dematerialization of shares, it has been observed that the existing shares of Shubhash Chander Kathuria to whom additional allotment of shares was made 30.03.2019, were dematerialized on 20.02.2025. Further, the entire existing shares of company as on 29.03.2019 were dematerialized from 02.02.2023 till 30.10.2025. Thus, it was only on 30.10.2025, the existing shares were dematerialized including the shares of Shubhash Chander Kathuria. Thus, the default period is from 30.03.2019 to 30.10.2025.
Therefore, in view of the above, it is observed that pursuant to Section 29 r/w Rule 9A of Companies (Prospectus and Allotment of Securities) Rules,2014, the company and its officers defaulted in holding shares of company in dematerialized form at the time of making fresh allotment of shares. Hence, there is non-compliance of section 29 and penalty is levied under section 450 of the Companies Act, 2013 as no separate penalty or punishment is provided elsewhere in the Act of such non-compliance. Further, the penalty calculated to be imposed on company and the officers-in-default exceeds the maximum prescribed penalty u/s 450 of the Act, thus, maximum penalty is imposed.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie noncompliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) only related to dematerialisation of existing shares as on 29.03.2019 is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provision 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 | SYNERGY ADVANCED METALS LIMITED having CIN as U27107DL1973P LC210670 | 200000 | 0 | 200000 | |
| 2 | ARVIND KUMAR TIWARI having PAN as ACZPT8825D | 50000 | 0 | 50000 | |
| 3 | SUBHASH CHAND JAIN having DIN as 00176960 |
0 | 0 | 50000 | |
| 4 | SURBHI NARANG having DIN as 07719991 | 50000 | 0 | 50000 | |
| 5 | SUBHASH CHANDER KATHURIA having DIN as 00125337 |
0 | 0 | 50000 | |
| 6 | ANUBHAV KATHURIA having DIN as 01198916 |
50000 | 0 | 50000 | |
| 7 | SAKSHI KATHURIA having DIN as 07118900 |
0 | 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
