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 42(10). The order states that the company approved a private placement of 2,34,850 equity shares aggregating to ₹13,00,00,520, received application money through online banking between 9 May 2024 and 21 May 2024, but did not open a separate bank account for the application money and utilised the funds before making the allotment and filing Form PAS-3 with the MCA-21 Registry, resulting in non-compliance with sections 42(4) and 42(6). In response to the show cause notice, the company stated that it had suo motu filed an adjudication application in Form GNL-1, claimed eligibility for lesser penalty under section 446B as a recognised startup, and submitted that no penalty should be imposed on Ms. Neha Srivastava as she had resigned from the directorship with effect from 18 July 2023. The Registrar imposed penalties of ₹2,00,000 on the company and ₹1,00,000 each on Ashwani Srivastava, Rajiv Kumar and Devendra Singh, while no penalty was imposed on Neha Srivastava. The order directs payment within 90 days and provides 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/02525 Dated: 10/07/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 42(10) 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 DEVENDRA SINGH ——————–
In the matter relating to NEHA SRIVASTAVA ————–
C. Provisions of the Act:
Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribers within a period of thirty days of the order imposing the penalty.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The board of directors of the company in its meeting held on April 29,2024 recommended the issue of 2,34,850 Equity shares of Face Value of INR 10 each at a premium of INR 541.20 each aggregating to INR 13,00,00,520 on private placement pursuant to section 42 read with Rule 14 of the Companies Act,2013. Subsequently, the aforesaid issue was approved by the Shareholders of the Applicant Company by the way of Special Resolution passed in the Extra Ordinary General Meeting held on May 04, 2024, accordingly the private placement offer cum application to the proposed investors on May 09, 2024. The amount in respect of the aforesaid private placement offer from the investors was received by the company through online banking channels between May 09, 2024, to May 21, 2024. The said amount was received in the current bank account of the applicant company and no sperate bank account was opened by the company for the receipt of application money. Further the said amount received by the company was utilized before making allotment and filing of Eform PAS-3 to the MCA-21 Registry.
Hence, The Company and its officers did not complied with the provisions of section 42 (4) in respect of utilization of monies received through private placement before making the allotment and filing of return of allotment in Eform PAS-3 in the MCA-21 registry and non-compliance of section 42(6) for not opening of separate bank account in a scheduled bank for the monies received on application .
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/04481 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-AB55101836 to adjudicate the default for the violation of section 42 of the Companies Act, 2013. The company in its reply also submitted that the company, being a startup company vide Certification of Recognition No. DIPP18548 dated March 21, 2018, and is 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. The company has also submitted the no penalty should be levied upon Ms. Neha Srivastava (DIN-07392526) as she has resigned form the directorship w.e.f. 18.07.2023.
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 | 200000 | 0 | 20000000 | |
| 2 | ASHWANI SRIVASTAVA having DIN as 07384826 | 100000 | 0 | 20000000 | |
| 3 | RAJIV KUMAR having DIN as
08203700 |
100000 | 0 | 20000000 | |
| 4 | DEVENDRA SINGH having DIN as 09386519 | 100000 | 0 | 20000000 | |
| 5 | NEHA SRIVASTAVA having DIN as 07392526 | 0 | 0 | 20000000 |
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
