The Registrar of Companies, Pune passed an adjudication order dated 08.05.2026 under Section 454 of the Companies Act, 2013 for violation of Section 42(4) punishable under Section 42(10) by Innoctive Technologies Private Limited and its officers. The company had voluntarily filed a suo motu application admitting that funds raised through private placement of 226 Compulsorily Convertible Preference Shares (CCPS) were utilized from 08.02.2022 before filing e-Form PAS-3 with the Registrar on 06.04.2022. Under the proviso to Section 42(4), monies raised through private placement cannot be utilized unless allotment is made and return of allotment is filed under Section 42(8). The company argued that all procedural lapses related to one integrated transaction involving one investor and sought reduced penalties under Section 446B as a recognized start-up and small company. The ROC noted that the company had voluntarily disclosed the default and was eligible for Section 446B relief. However, considering the admitted contravention of Section 42(4), the ROC imposed penalties of Rs.2 lakh on the company and Rs.1 lakh each on the officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
PCNTDA Green Building, BLOCK A, 1st & 2nd Floor , Near Akurdi Railway Station, Akurdi, Pune, Maharashtra, India,
411044
Phone: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/05-2026/PU/02106 Dated: 08/05/2026
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. 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 INNOCTIVE TECHNOLOGIES PRIVATE LIMITED [herein after known as Company] bearing CIN U72900PN2017PTC171480, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at S. NO. 232/1, WING NO. A1 LALWANI VASTU, SAKORE NGR. NA PUNE PUNE MAHARASHTRA INDIA 411014
Individual details:
In the matter relating to VIDYADHAR SHINDE ——-
In the matter relating to RAJU SALVE —–
In the matter relating to DEEPESH KURUPPATH ——
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 company has filed a suo-motto application u/s 454 of the Companies Act, 2013 for adjudication of default under section 42(4) of the Act. In the application it is submitted that the company had passed a Special Resolution by convening EoGM dated 27.01.2022 to offer & issue 226, 0.01% Compulsorily Convertible Preference Shares (CCPS) through Private Placement on preferential basis, in accordance with the provisions of Section 42, 55,62 and other applicable provisions of the Companies Act, 2013. Furthermore, the company has passed a board resolution by convening a Board Meeting dated 04.02.2022 to allot 226 CCPS to the identified investor.
As per proviso of section 42(4) of the companies Act 2013, company shall not utilize monies raised through private placement unless allotment is made and the return of allotment is filed with the Registrar in accordance with sub-section (8).
However, the company in its application submitted that the Company had filed e-Form PAS-3 on 6th April, 2022 vide SRN T94155306; however, the Company started utilizing the funds from 8th February 2022, prior to the filing of Form PAS-3 with the Registrar, thereby making a contravention of the provisions of Section 42(4) of the Act.
Hence, there is violation of section 42(4) of the Companies Act, 2013 and the company and director who are in default are liable for penal action u/s 42(10) of the Companies Act, 2013.
2. Adjudicating Officer is also of the view that the e-hearing is not required in the instant case.
E. Order:
1. (A) The company has filed a suo-motto application u/s 454 of the Companies Act, 2013 for adjudication of default under section 42 of the Companies Act, 2013. In the application it is submitted that the company had passed a Special Resolution by convening EoGM dated 27.01.2022 to offer & issue 226, 0.01% Compulsorily Convertible Preference Shares (CCPS) through Private Placement on preferential basis, in accordance with the provisions of Section 42, 55,62 and other applicable provisions of the Companies Act, 2013. In the application the company had pointed out separate procedural non-compliances relating to the same issue. Accordingly, adjudication notices were issued to the company and officers in default, who, pursuant to the notice, have submitted their replies.
(B) Submissions of the company:
a. The company in the reply has submitted that all the violations pertain to one single offer and allotment of securities. There was no second offer, no multiple allotments, no repeated violations, no investor grievance, and no wrongful gain or loss to any party.
b. It has also been submitted by the company that the Company internally identified certain procedural lapses in the conduct of the private placement and, on its own initiative, filed the Adjudication Application suo moto and voluntarily without any inspection, inquiry, or prosecution having been initiated.
c. All the alleged procedural lapses, if any, arose within the framework of a single private placement offer made to one identified investor. The transaction pertains to one integrated offer and allotment process.
d. Section 42(10) provides for penalty in respect of a ?contravention of this section? and does not contemplate contravention of each sub-section independently as a separate penal event. The statutory ceiling of penalty is computed transaction-wise, with reference to the ?amount involved in the offer or invitation,? and not sub-section-wise.
e. The Company further submits that it qualifies as a recognized Startup and also as a Small Company within the meaning of Section 2(85) of the Companies Act, 2013. Accordingly, it is entitled to the benefit of lesser penalty as contemplated under Section 446B of the Act.
(C) On perusal of the replies by the company and the officers in default, it is observed that the company is duly recognized as a start-up by the Department of Promotion of Industry and Internal Trade (DPIIT). Thus, provision of Section 446B of the Act is applicable in the instant case. Further, the company has suo moto filed this adjudication application wherein the default has been accepted.
(D) Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the replies submitted in response to the notice issued, I hereby impose the penalty on the officers in default for default under section 42 of the Companies Act, 2013 as under.
i. INNOCTIVE TECHNOLOGIES PRIVATE LIMITED having CIN as U72900PN2017PTC171480- Rs. 2,00,000
ii. VIDYADHAR SHINDE having DIN as 02418420- Rs. 1,00,000
iii. RAJU SALVE having DIN as 02437002- Rs. 1,00,000
iv. DEEPESH KURUPPATH having PAN as AJBPK0326P- Rs. 1,00,000
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 | INNOCTIVE TECHNOLOGIES PRIVATE LIMITED having CIN as U72900PN2017P TC171480 | 200000 | 0 | 20000000 | |
| 2 | VIDYADHAR SHINDE having DIN as 02418420 | 100000 | 0 | 20000000 | |
| 3 | RAJU SALVE having DIN as
02437002 |
100000 | 0 | 20000000 | |
| 4 | DEEPESH KURUPPATH having PAN as AJBPK0326P | 0 | 100000 | 0 |
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 Navi 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.
Parvez Naikwadi,
Registrar of Companies
ROC Pune
