The Registrar of Companies (ROC), Mumbai issued an adjudication order imposing penalties on a company and its officers for violating Section 62(1)(a)(i) of the Companies Act, 2013 by keeping a rights issue offer open beyond the statutory limit. The company had approved a rights issue in January 2021, issued offer letters in February 2021, and kept the offer period open for 39 days instead of the permissible 15–30 days. The default period was calculated as nine days, from 22 March 2021 to 29 March 2021. The company and its officers admitted the lapse, citing inadvertence and lack of clarity regarding the prescribed timelines, and requested adjudication without a personal hearing. Under Section 450, ROC Mumbai imposed a penalty of ₹18,000 each on the company and the officers in default. They were directed to pay the penalty via the MCA e-Adjudication portal within 90 days and informed of their right to appeal to the Regional Director within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/11-2025/MB/00870 Dated: 01/12/2025
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 KASLIWAL PROJECTS LIMITED [herein after known as Company] bearing CIN U45400MH2008PLC179623, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at A 1024-1025, CORPORATE AVENUE CHS. LTD NEAR UDYOG BHAVAN, SONAWALA ROAD, GOREGAON EAST GOREGAON EAST MUMBAI MAHARASHTRA INDIA 400063
Individual details:
In the matter relating to ANISH PADAM JAIN………
In the matter relating to NITISH PADAM JAIN ………….
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 – Whereas, the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application dated 23.06..2025 submitted by the Company, Mr. Nitish Padam Jain (Managing Director), Mr. Anish Padam Jain (Whole Time Director) and other Directors namely Mr. Padam Kumar Jain, Mrs. Jyoti Jain, Mrs. Poonam Anish Jain, Mrs. Mina Devi Jain, (hereinafter referred to as the Applicants) under Section 454 read with Section 450 of the Companies Act, 2013 for default under Section 62 (1)(a)(i) of the Act with respect to exceeding the time limit of offer letter for issuance of shares.
Whereas section 62(1) (a)(i) reads as follows:
(1) Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered
(a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions, namely:?
(i) the offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days or such lesser number of days as may be prescribed] and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined
Whereas the Applicants have stated that the board of directors approved the issuance of equity shares by way of rights issue in the Board Meeting held on 25.01.2021. The offer letter for the same was issued on 15.02.2021 and the offer was kept open from 19.02.2021 to 29.03.2021 that is for a total of 39 days. Ergo the Company kept the offer open beyond the prescribed statutory limit under the section 62(1)(a)(i) of the Act.
Whereas the applicants have further stated that the said default was due to inadvertent oversight and lack of detailed understanding regarding the prescribed timeline.
2. Noticee did not request for e-hearing and the Adjudicating officer is also of the view that E-hearing is not required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/09-2025/MB/02615 dated 25.09.2025 was issued to Company and its Officers in default (hereinafter referred to as the noticees) under Section 454 read with Section 450 for default under Section 62 (1)(a)(i) of the Act with respect to exceeding the time limit of offer for issuance of shares.
B. The Applicants replied to the aforesaid show-cause notice on the E-adjudication portal on 07.10.2025. The Applicants admitted the default and requested for adjudication of penalties in the matter based on the written submissions already made without the requirement of a personal hearing. The Adjudicating officer is also of the view that E-hearing is not required in the instant case.
C. On perusal of the Application, it is observed that the offer letter for the issuance of equity shares was issued on 15.02.2021 and the offer was kept open for 39 days that is from 19.02.2021 to 29.03.2021 which is beyond the prescribed statutory limit of 30 days under Section 62(1)(a)(i) of the Act. Thus, the period of default is considered from 22.03.2021 to 29.03.2021, to be a total of 9 days.
D. Accordingly, the Company and its officer in default shall be liable to a penalty of Rs.10,000/- (Rupees Ten Thousands only) for the first default and a further penalty of Rs.1000/- per day for 8 days, aggregating to Rs. 18000/- (Rupees Eighteen thousands only) each.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose penalty of Rs.18,000/- (Rupees Eighteen Thousand Only) each on the Company and its Officers in Default namely Anish Padam Jain, Whole time Director (DIN:01873762) and Nitish Padam Jain, Managing Director (DIN: 01902557) under the penal provisions of Section 450 for default under Section 62(1)(a)(i)of the Act .
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 | KASLIWAL PROJECTS LIMITED having CIN as U45400MH2008P LC179623 | NA | 18000 | 0 | 200000 |
| 2 | ANISH PADAM JAIN having DIN as 01873762 | NA | 18000 | 0 | 50000 |
| 3 | NITISH PADAM JAIN having DIN as 01902557 | NA | 18000 | 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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
