ROC Kolkata Imposed Penalty for not attaching Valuation Report in PAS-3 Filing

The Registrar of Companies, Kolkata, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, examined a suo-motu application concerning a procedural default in a private placement of equity shares. The company had approved and completed the allotment of 11,77,875 equity shares in 2017 after obtaining board and shareholder approvals and filing the requisite forms MGT-14 and PAS-3. However, while filing Form PAS-3, the mandatory valuation report required under Rule 12(7) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 was not attached, though such a report existed and had been relied upon for pricing. As no specific penalty is prescribed for violation of Rule 12(7), the residuary penalty under Section 450 of the Act was held applicable. Taking the date of defective filing as the date of default, the Adjudicating Officer imposed the maximum statutory penalties of ₹2,00,000 on the company and ₹50,000 on the officer in default, with directions for rectification, payment within the prescribed time, and the right to appeal.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata
CORPORATE BHAWAN PLOT NO-II F/16, PRE NO. 05-0852 AA-III F AKANDAKESHARI, NEAR SHAPOORJI
NEWTOWN, Kolkata, WESTBENGAL, India, 700135
Phone: 8076272007
E-mail: roc.kolkata@mca.gov.in

Order ID: PO/ADJ/02-2026/KK/01626 | Dated: 09/02/2026

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 REGAAL RESOURCES LIMITED [herein after known as Company] bearing CIN L15100WB2012PLC171600, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ?6TH FLOOR, D2/2, BLOCK-EP & GP, SECTOR-V NA KOLKATA KOLKATA WEST BENGAL INDIA 700091

Individual details:

In the matter relating to RAJ KUMAR KISHOREPURIA ____________

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 – That this office is in receipt of Suo moto application for adjudication through Form GNL-1 vide SRN N24983868 for defaults of Rule 12(7) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

(a) The Board of Directors of the Company vide its meeting held on 03.05.2017 resolved to issue 11,77,875 Equity Shares of Rs. 10/- each of the Company on private placement basis, subject to approval of the shareholders of the Company, at a price as determined based on the valuation report dated 01.04.2017. A certified copy of the resolution of the Board of Directors of the Company dated 03.05.2017 is enclosed and marked as Annexure ? ?C?. The said proposal for issue of Shares was approved by the shareholders of the Company in the extra-ordinary general meeting of the Company held on 27.05.2017 and a certified copy of the resolution passed by the shareholders of the Company on 27.05.2017 is enclosed and marked as Annexure ? ?D?. The said resolution was filed with ROC on 21.08.2017 in e-form MGT-14 vide SRN: G50901578 dated 21.08.2017 and a certified copy of the same is enclosed and marked as Annexure ? ?E?.

(b) Post above, the Company allotted the shares in the following manner after receipt of the share application in accordance with the proposal for issue of shares as approved by the Board of Directors of the Company on 03.05.2017 and filed the necessary Return of Allotment with ROC: Date of AllotmentNo. of Shares AllottedPAS-3 SRN Date of Filing

Certified copy of PAS-3 along with filing receipts as filed with ROC are enclosed and marked as Annexure ? ?F?.

(c) In terms of Rule 12(7) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (?the Rules? / ?they said Rules?), a report of a registered valuer in respect of valuation of the consideration is also required to be attached with the Return of Allotment as filed with ROC in terms of Rule 12(7) of the Rules. However, due to over sightedness, the valuation report dated 01.04.2017 was not attached with the said e-form PAS-3 (Return of Allotment). Return of Allotment mentioned above is already approved and taken on record. Copy of Valuation Report dated 01.04.2017 is enclosed and marked as Annexure ? ?G?.

2. E-Hearing not Requested

E. Order:

1.1 The undersigned is the Adjudicating Officer for the purposes of adjudging penalty under Section 454 of the Companies Act, 2013 (?the Act?), as empowered under the Act and the Companies (Adjudication of Penalties) Rules, 2014.

2. As per application it is stated that a Board meeting dated 03.05.2017 approved issue/allotment of equity shares on private placement basis and shareholders approval was obtained in EGM dated 27.05.2017 / MGT14 was filed vide SRN G50901578 dated 21.08.2017.

3. The shares were allotted as on 28.07.2017 and eform PAS-3 was filed on 21.08.2017 for the aforesaid allotments vide SRN G50944115.

4. The Company filed Form MGT-14 (SRN G50901578) and Form PAS-3 (SRN G50944115, filed on 21.08.2017) in relation to the said allotment.

5. The Company admitted that while filing Form PAS-3 (SRN G50944115), the valuation report of (required to be attached) was not attached due to oversight, though the valuation report existed and was relied upon for fixing the issue price.

6. Rule 12(7) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that where shares are issued under Section 62(1)(c) by an unlisted company, the valuation report of the registered valuer shall be attached to Form PAS-3.

7. Since the Rules do not prescribe a specific penalty for contravention of Rule 12(7), the residuary penalty provision Section 450 of the Act applies.

8. Based on the Company?s own record:

a. Form PAS-3 (SRN G50944115) was filed on 21.08.2017 without the mandatory valuation report attachment; and

b. The Company thereafter moved the present suo-motu application dated 19.12.2024.

9. Accordingly, for purposes of these proceedings, the default is taken as arising on 25.09.2017 (the date of statutory filing without the mandatory attachment) and coming to notice/being taken up for adjudication on 19.12.2024 (date of application).

10. Under Section 450, the Company and every officer in default are liable to a penalty of ?10,000 with Rs. 1000 penalty each day for continuing default subject to a maximum of Rs. 2,00,000 in case of Company and Rs. 50,000 in case of Director.

11. In exercise of the powers conferred under Section 454 of the Companies Act, 2013, the undersigned hereby imposes penalty for violation Rule 12(7) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 as below:

2. The details of penalty imposed on the company, officers in default and others are shown in the table below

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 Kolkata 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.

Arya Pyarelal,
Registrar of Companies
ROC Kolkata