ROC Kolkata Imposes ₹2.5 Lakh Penalty for Missing Valuation Report in PAS-3 Filing

The Registrar of Companies, Kolkata, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, imposed penalties for violation of Rule 12(7) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, read with Section 450 of the Act. The company had resolved on 03.05.2017 to issue 11,77,875 equity shares on a private placement basis, secured shareholder approval, and filed Form MGT-14 and multiple PAS-3 returns for allotment. However, although a valuation report dated 01.04.2017 existed and was relied upon for pricing the shares, it was not attached to the PAS-3 filings as mandatorily required. The company cited oversight, but the Adjudicating Officer held that statutory e-forms demand strict compliance and such omissions are not excusable. The default was therefore proved. A penalty of ₹2,00,000 was imposed on the company and ₹50,000 on the officer in default, payable within 90 days, with a statutory right of appeal before the Regional Director.

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/01650 Dated: 12/02/2026

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 Allotment No. of

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 has been appointed as Adjudicating Officer under Section 454 of the Companies Act, 2013 (?the Act?) pursuant to the Central Government’s notification(s) issued in this regard and is empowered to adjudge penalty for non-compliances under the Act and rules made thereunder.

2. This office is in receipt of a suo motu application for adjudication filed by the Company in Form GNL-1 vide SRN N24983868 for default relating to Rule 12(7) of the Companies (Prospectus and Allotment of Securities) Rules, 2014

3. The Board of Directors, at its meeting held on 03.05.2017, resolved to issue 11,77,875 equity shares of ?10/- each on private placement basis, subject to shareholders? approval, at a price determined based on the valuation report dated 01.04.2017.

4. The shareholders approved the proposal in the EGM held on 27.05.2017.

5. The special resolution was filed in Form MGT-14 on 21.08.2017 vide SRN G50901578.

6. The Company admitted that the valuation report dated 01.04.2017 was not attached with the aforesaid Form PAS-3 filings, allegedly due to oversightedness, even though the valuation report existed and was relied upon for price determination. 7.From the records, it is established that:

a. Form PAS-3 (SRN G50912625) was filed on 21.08.2017 for allotments made on 31.05.2017; and

b. The mandatory valuation report was not attached with the said filings as required under Rule 12(7) of the PAS Rules.

c. The Company’s explanation of ?oversight? is noted but is not an exculpation. Statutory e-forms are filed after professional and board-level authorisation; ?we forgot the key attachment? is exactly the type of compliance laxity the penalty framework is designed to deter.

d. The default is therefore proved.

8. In exercise of powers under Section 454 of the Act, penalty is imposed for violation of Section 450 (arising from contravention of Rule 12(7) of PAS Rules) as under.

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