An inquiry was conducted u/s 206 (4) of the Act against Hind Woollen and Hosiery Mills Private Limited (‘the Company’) for the non-compliance of section 184(1) of the Act. During the inquiry, it was found that the Directors of the Company did not disclose their interest or concern in companies and body corporates or firms of association of individuals including their shareholdings at the first meeting of the board of directors held in FY 2020-21 and 2021-22 in terms of section 184(1) of the Act by filing of form MBP-1, as required.
The ROC issued a show cause notice to the Directors of the Company but no reply was received from the Directors of the Company. Therefore, after considering the relevant facts and circumstances, the ROC, imposed a penalty of INR 50 thousand on each Director of the Company for default in FY 2020-21 and a penalty of INR 50 thousand on each Director of the Company for default in FY 2021-22.

Ms. Prabhavati Shankargouda Patilmunenakoppa having Director Identification Number (‘DIN’): 02888982 filed a Suo-motu adjudication application with the Registrar of Companies, Karnatak (‘ROC’), for the violation of section 155 of the Act. It was observed from the adjudication application that Ms. Prabhavati Shankargouda Patilmunenakoppa had obtained her first DIN on 31.12.2009 for being appointed as a director in Elfin Infra Builders Private Limited. However, she inadvertently acquired a second DIN on 31.01.2024, hence, violated the provisions of section 155 of the Act. Therefore, after considering the relevant facts and circumstances, the ROC imposed a penalty of INR 2,15,500/- on Ms. Prabhavati Shankargouda Patilmunenakoppa u/s 159 of the Act.

Ultraviolette Automative Private Limited (‘the Company’) filed a Suo-moto adjudication application with the office of Registrar of Companies, Karnataka (‘ROC’) to adjudicate the non-compliance of section 179(3) of the Act. In the adjudication application, the Company and its directors admitted that the Company appointed a Company Secretary by passing a circular resolution instead of resolution passed at a board meeting as per section 179(3) of the Act.
Pursuant to the initiation of adjudication proceedings, notice of hearing was sent and physical hearing was scheduled. It was observed that the Company is a startup company and falls within the ambit of Small Company as per section 2(85) of the Act. Therefore, after considering the facts and circumstances of the case the ROC imposed a penalty of INR 5,000/- on the Company and INR 5,000/- each on the directors of the Company.

Sh. Jasbir Singh, son of Sh. Harbhajan Singh, holding DIN 01668231, residing at H. No. 44, Model Town, VPO Guruharsahai, District Firozpur, India-152022, suo moto filed an application under Section 454 of the Act for the adjudication of a penalty for violating Section 165 of the Act.
As per Section 165 of the Act, no person shall hold office as a director, including any alternate directorship, in more than twenty companies simultaneously. However, the maximum number of public companies in which a person can be appointed as a director is limited to ten. Based on the facts, Sh. Jasbir Singh reasonably believed that the provisions of Section 165 had not been complied with.
After reviewing the application, ROC issued a hearing notice to Sh. Jasbir Singh on November 7, 2024. In response, a Company Secretary in practice appeared online as the authorized representative of Sh. Jasbir Singh and agreed to the penalty amount to be imposed.
After considering the relevant facts and circumstances of the case, ROC imposed a penalty of INR 2,00,000 on Sh. Jasbir Singh for the violation of Section 165 of the Act.

The Registrar of Companies, Patna (“ROC”) observed that the financial statements attached to the e-forms AOC-4 filed by Sonasuman Constech Engineers Private Limited (“Company”) for the financial years 2017-18, 2018-19, and 2019-20 were not signed by the directors, resulting in a violation of Sections 134(1) read with 134(6) of the Companies Act. As a result, the ROC issued a notice to the Company and its officers in default on August 6, 2024.
In response, the Company emailed the ROC on September 24, 2024, explaining that the former auditor had informed them of a limitation on the file size that could be attached to the annual filing form. Despite multiple attempts, the Company was unable to reduce the file size within the allowed limits set by the ROC. Consequently, they uploaded the unsigned version of the financial statements in order to resolve the attachment size issue and filed the form with the unsigned version.
The ROC found this explanation unsatisfactory, noting that the Company had acknowledged its non-compliance. After reviewing the relevant facts and circumstances, the ROC concluded that both the Company and the officers in default had violated Sections 134(1) read with 134(6) of the Act. Accordingly, the ROC imposed an aggregate penalty of INR 4,50,000 on the Company and a penalty of INR 75,000 each on the four officers in default.

The Registrar of Companies, Telangana, issued a show cause notice to Sam Agri Ventures Limited (“Company”) for the violation of Section 117 of the Act. According to the facts, the Board of Directors of the Company had passed a resolution on July 31, 2023, approving the scheme of amalgamation of the Company with Sam Agri Tech Limited (“Transferee Company”).
As per the Act, the Company was required to file Form MGT-14 within 30 days from the date of the resolution, i.e., latest by August 30, 2023. However, the Company filed form MGT-14 on December 20, 2023, with a delay of 111 days, which was a violation of Section 117 of the Act. In response to the show cause notice, the Company and its officers in default submitted that they acted in good faith, with no mala fide intent. Therefore, they requested leniency and urged that the minimum penalty be imposed. ROC issued a notice of hearing to the Company and its officers in default for which a practicing company secretary appeared and made an oral submission requesting a lesser penalty.
The ROC passed an order and imposed an aggregate penalty of INR 21,100 on the Company, along with a penalty of INR 21,100 each on its three officers in default, for the violation of the provisions of Section 117(1) of the Act.

Steelsmith Continental Manufacturing Private Limited (‘the Company’) filed a Suo-moto application under Section 454 of the Companies Act, 2013 before the Adjudicating Officer for violation under Section 64 of the Companies Act, 2013. The Company stated that in its board meeting dated June 2, 2022, the Company redeemed its preference shares under the provisions of Section 55 of the Companies Act, 2013. However, the Company could not file e-form within the prescribed time due to technical reasons. The Company stated that the delayed in filing of e-form SH-7 was purely the unintended.
The Presenting Officer submitted that the company has violated Section 64(1) (c) of the Companies Act, 2013, The Company has redeemed the preference shares on 02.06.2022. However, the Company has failed to file Form SH-7 for redemption of preference shares with Registrar of Companies within 30 days from the date of redeemed the preference shares, in such manner, with such fees as may be prescribed.
After considering the relevant facts and circumstances of the case ROC imposed a penalty of INR 3,34,500 /- on the Company and INR 1,00,000/- each on the Managing Director.

Kanishk Aluminium India Private Limited (‘the Company’) filed a Suo-moto adjudication application with the Office of Registrar of Companies Cum Official Liquidator, Jaipur (‘ROC’) to adjudicate the non-compliance of section 62(3) of the Act stating that the Company took an unsecured loan from the directors of the Company amounting to INR 1,85,38,000/- on 02.02.2019. This unsecured loan was converted into the shares of the Company on 02.07.2019, however the special resolution was passed by the Company on 01.07.2019pursuant to section 62(3) of the Act, hence violated the provisions of section 62(3) of the Act.
The adjudication application was examined by the ROC and date of hearing was fixed. On the date of hearing the authorised representative of the Company furnished the additional documents in the matter to the ROC, as sought by the ROC. Further, the authorised representative of the Company requested the ROC to impose a lesser penalty as the Company is a small company.
After considering the relevant facts and circumstances of the case ROC concluded that the Company and officers in default have violated section 62(3) of the Act, therefore the ROC imposed a penalty of INR 79,500 /- on the Company and INR 25,000/- each on the officers in default.

An Inquiry was conducted on the affairs of M/s. Cryo Scientific Systems Private Limited (‘the Company’) under the provisions of section 206(4) of the Companies Act, 2013. The Inquiry Officer observed that in the balance sheet for the financial years 2015-16 and 2016-77, a sum of Rs.3,67,500/- and Rs.51,546l- respectively have been shown as secured loans towards the purchase of car and HM Motor Bike. However, no form CHG-I was filed with the ROC as required under Section 77 of the Act regarding registration of creation of Charge on these assets. Hence, provision of section 77 of the Act have been violated.
The Adjudicating Authority issued a notice to the Company and officers in default. The whole-time director of the Company submitted that charge form is required to be signed by the Company and the charge-holder. Hence, the Company cannot file any e-form without such e-form being signed by the charge holder. Since, the assets were held under hire- purchase system, the owner did not agree to create charge against the assets. Further, the assets were hire-purchase and the owner was in position to recover the unpaid loan amount by repossession of asset in case of default in payment and hence it did not agree. Further, the Company had taken all steps and hence it cannot be said to have defaulted.
The Adjudicating Authority considered the relevant facts and circumstances of the case and concluded that the Company and officers in default have violated Section 77 of the Act by not filing form CHG-1 with the Registrar of Companies and imposed a penalty of INR 2,00,000/- on the Company and INR 25,000/- on the officer in default.

Kanishk Aluminium India Private Limited (‘the Company’) filed a Suo-moto adjudication application with the Office of Registrar of Companies Cum Official Liquidator, Jaipur (‘ROC’) to adjudicate the non-compliance of section 62(1) of the Act. In the Adjudication application, the Company admitted that the offer period for right issue was opened for more than 30 days, which is in violation of section 62(1) of the Act.

The Adjudication application was examined by the ROC and date of hearing was fixed in the matter. At the hearing, the authorised representative of the Company requested to impose a minimum penalty as the Company is a small company. After examination of the documents and facts, it was seen that the Company has issued an offer letter on 08.07.2019, the period of offer letter should be closed on 07.08.2019 but the same was opened up to 10.02.2020 and therefore, the Company has violated the provisions of section 62(1) of the Act.

ROC passed the order and levied an aggregate penalty of INR 99,000/- on the Company and INR 25,000 each on the officers in default for violation of provisions of section 62(1) of the Act

During the course of inquiry, it was observed from the financial statement that Janaki Ram Steel & Power Private Limited (“Company”) has received secured vehicle loan during the financial year 2017-18 which was shown as long-term borrowings of INR 24,07,117/- and the Company has failed to register the charges in Form CHG-1 with the Registrar. Hence the Company has violated the provisions of Section 77 of the Companies Act, 2013. In this regard an adjudication notice dated December 1, 2023 was issued by the Registrar of Companies, Chennai (“ROC”) to the Company and its officers in default. In response to which the Company has submitted an adjudication application in Form GNL-1.
After adjudication hearing ROC passed the order and levied an aggregate penalty of INR 6,00,000/- on the Company and its officers in default for violation of provisions of section 77 of the Act.

A complaint was received against Shivom Minerals Limited (“Company”), during the course of inquiry, it was observed that the Company had not dematerialized its shares and securities and hence violated the provisions of Section 29 of the Companies Act, 2013. A show cause notice was issued by the Registrar of Companies, Odisha (“ROC”) to the Company and its officers in default. No reply was received from the Company. Consequently, ROC passed an order and levied an aggregate penalty of INR 500,000/- on the Company and its officers in default for violation of provisions of section 29 of the Act.

During the course of inquiry, it was observed from the records that Interblue Diamonds DMCC (parent entity) holds 99% shares of Interblue Gems (India) Private Limited (‘Company’), and the Company didn’t file form BEN-2. The Registrar of Companies, Gujarat (“ROC”) issued a notice under section 206(1) of the Companies Act, 2013 with the directions to furnish certain information with respect to the beneficial interest in shares. No reply was received from the Company. Thereafter, ROC has issued a notice dated March 13, 2024 under Section 206(3) of the Companies Act, 2013, the Company has submitted its reply dated March 26th, 2024 and stated that Form BEN-2 has been filed by the Company dated March 21st, 2024.
After examining the reply and the Form BEN-2 submitted by the Company, it has observed that the e-form BEN-2 was filed with a delay of 1680 days and consequently levied an aggregate penalty of INR 700,000/- on the Company and its officers in default for violation of provisions of section 90 of the Act.

During the course of inquiry, it was observed that in the photograph attached in form INC-22A, the address of registered office was not painted or affixed outside the premises as mandated under Section 12 of the Companies Act, 2013. A show cause notice dated January 12, 2024 was issued by the Registrar of Companies, Kanpur (“ROC”) to the Company and its officers in default. A reply to the adjudication notice was received on February 12, 2024 from the company and its officers, a hearing was fixed in this matter on March 14, 2024.
Upon hearing, the ROC levied an aggregate penalty of INR 2,50,000/- on the Company and officers in default of the Company for violation of section 12 of the Act.

In the matter of La Villa Hotel Private Limited (“Company”) for the violation of private placement norms (Section 42 of the Companies Act, 2013 (“Act”)) The Company had made a private placement under Section 42 of the Act and filed a return of allotment in Form PAS-3. Subsequently, it had filed Form GNL-2 along with Form PAS-4 and Form PAS-5. However, on perusal of the Form GNL-2 it was prima facie found that the Company had been carrying share application money pending allotment in its books for more than 7 years. On technical scrutiny, it was observed that a sum of Rs. 63,84,800/- was shown towards “Shares application money pending allotment” and a sum of Rs. 2,97,45,111,.50/- was shown towards “Application money received for allotment of Securities” under the heading “Other Current Liabilities” in the financial statement for the FY 2013-14. Further, as per the financial statement for the FY 2014-15, the Company had collected a sum of Rs. 39,94,812/- for allotment of securities as shown under “Other Current Liabilities”. Additionally, the Company in its reply dated August 1, 2018 admitted that it had accepted subscriptions on 7 occasions against which the shares were issued on October 27, 2017. The aforesaid was also reflected in the financial statement for the FY 2014-15, 2015-16 and 2017- 18. The Registrar of Companies, Puducherry (“ROC”) issued a Show Cause Notice for violation of Section 42(3) of the Act to the Company and its officers in default. The Company submitted that it had received Rs. 39.44 lakhs after 2014 and the shares were allotted on October 27, 2017 to 11 allottees. Furthermore, the allotment had been delayed on account of non-receipt of Foreign Inward Remittance Certificate and KYC (Know Your Customer) from the Reserve Bank of India within 60 days of remittance. After considering the facts and circumstances of the case, ROC imposed a penalty of Rs. 13,05,000/- each on the Company and its officers in default.

In the matter of Luminous Power Technologies Private Limited (“Company”) for failure to convening minimum 4 board meetings in the calendar year (Section 173 of the Companies Act, 2013 (“Act”))

The Registrar of Companies, NCT of Delhi & Haryana (“ROC”) received an application in Form GNL-1 on May 8, 2023, wherein the Company had admitted that it had not held 4 Board meetings in a calendar year. The Company was required to hold the 4 th Board meeting on or before December 31, 2022 but due to some reasons it had failed to do so. Hence, it had violated the provision of Section 173(1) of the Act.

Pursuant to the hearing, ROC imposed a penalty of Rs. 10,000/- each on the Company and its officers in default for the violation.

In the matter of Mr. B. Kannan for non-compliance of holding directorship in 20 Companies (Section 165 of the Companies Act, 2013 (“Act”)) As per the records of Registrar of Companies, Chennai (“ROC”), it was observed that Mr. B. Kannan held directorship in more than 20 companies w.e.f. July 18, 2013. Consequently, ROC issued a Show Cause Notice on February 23, 2016 to Mr. B. Kannan and also filed a complaint before the Court of Additional Chief Metropolitan Magistrate Economic Offences, Egmore, Chennai (“EOCC”). Mr. B. Kannan filed a petition before the Hon’ble High Court of Madras (“HC”) to quash the complaint filed with EOCC. As the penal provisions under Section 165 had been amended, the HC transferred the case to ROC for adjudication. Upon hearing it was observed that Mr. B. Kannan had reduced his directorship to 20 or below 20 companies on June 28, 2017. Subsequently, ROC imposed a penalty of Rs. 2,00,000/- on Mr. B. Kannan for violation of Section 165 of the Act.

In the matter of Lions Co-ordination Committee of India Association (“Company”) for violation of Section 134(3)(h) of the Companies Act, 2013 (“Act”) The Central Government authorised the inquiry of the Company and the Registrar of Companies, Chennai (“ROC”) issued a Show Cause Notice for violation of Section 134(3)(h) of the Act. The Company in its Board report for the FY 2018-19 and 2019-20 stated that all the transactions with related parties were in compliance with Section 188 of the Act. However, it was observed that the Form AOC-2 relating to the particulars of contracts or arrangements with related parties was not annexed to aforesaid Board reports. Therefore, the Company had violated the provision of Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. The Company admitted the aforesaid violations and also filed Form GNL-1 for adjudication of offence. Consequently, ROC imposed a penalty of Rs. 50,000/- for each violation on the officer in default.

In the matter of Hermes I Tickets Private Limited (“Company”) for violation of Section 134 of the Companies Act, 2013 (“Act”). During the course of inquiry of the Company under section 206 of the Act, it was observed that the Company had not prepared the financial statement for the financial year 2014-15 and 2015- 16 as per the applicable accounting standards and the financial statements comprised of several discrepancies, such as:
i. Regrouping of trade payables and other current liabilities in financial statement of 2015-16 without giving proper disclosure in the notes to accounts which resulted into mismatch of the figures shown in previous and current year’s financial statement.
ii. The loans and advances mentioned in the notes to account reflected that loans and advances were paid back to the Company which should have been shown under cash flow from investing activities. However, it was shown under cash flow from operating activities.
iii. Non-disclosure of amount of trade payable due to related parties and trade receivables due from related parties under the head related party disclosure.
Accordingly, the provisions of section 134 (5) were violated. The Registrar of Companies, Chennai (“ROC”), served show cause notices to the Company and its officers in default and subsequently the authorised representatives of Directors attended the hearing.
After considering the facts, ROC imposed a penalty of INR 3,00,000/- on the Company and INR 50,000 each on officers in default for the financial year 2014-15. Similarly, for the financial year 2015-16, penalty of INR 3,00,000/- on the Company and INR 50,000 each on officers in default was imposed.

In the matter of Premier Energies Limited (“Company”) for violation of Section 29 of the Companies Act, 2013 (“Act”)
The Registrar of Companies, Telangana (“ROC”) received suo-moto adjudication application wherein the Company and its key managerial personnels admitted that the existing shareholders of the Company had not dematerialized their shareholding in the Company prior to fresh allotment of securities by the Company. Further, the Company had approved and recorded transfer of shares in physical form.
As per the provisions of section 29 of the Act, being a public Company, the promoters were required to convert their shares from physical form into demat form prior to fresh issuance of securities by the Company and the transfer of securities should have been in demat form only. As a result, this was a violation of section 29 of the Act.
Accordingly, ROC levied a penalty of INR 90,000/- on the Company and an aggregate penalty of INR 3,40,000/- on the officers in default.

In the matter of Spendflo India Private Limited (“Company”) for violation of Section 56 of the Companies Act, 2013 (“Act”).
The Company suo moto filed an adjudication application with the Registrar of Companies, Chennai (“ROC”) for adjudication of non-compliance of section 56 of the Act.
The Company had received the executed share transfer deed in form SH-4 but adequate stamp duty was not paid on it. The board of directors approved the transfer of shares in a board meeting and the stamp duty was paid after the transfer of shares was approved by the board. This resulted in violation of section 56 of the Act.
Consequently, ROC imposed a penalty of Rs. 50,000/- each on the Company and its officers in default for the violation.

In the matter of Mayasheel Retail India Limited (“Company”) for violation of Section 42(7) of the Companies Act, 2013 (“Act”)
It was noted that the Company had used a website/platform named ‘Planify’ to raise funds by selling its shares. On the aforesaid website, it reflected that the Company had total 1806 number of subscribers /investors and had raised an amount of INR 40,00,00,000.
In this regard, the Registrar of Companies, NCT of Delhi & Haryana (“ROC”) issued a Show Cause Notice (“SCN”) to the Company regarding exceeding the permissible limit of 200 subscribers for private placement in the financial year, publication of advertisement regarding private placement and failure to file the form PAS-3 within the stipulated time with ROC. The Company responded to the SCN, refuting all allegations and claiming to have conducted a private placement of equity shares with M/s Planify Capital Limited (“Planify”) in accordance with the provisions of the Act and hence complied with the relevant provisions of the Act.
In light of the Company's response, the ROC scheduled a hearing. During this hearing, it was observed that a Fundraising Agreement was executed between the Company and Planify, granting the authority to Planify to further seek potential investors for the Company on the Planify platform.
Further scrutiny revealed that Planify had published the misleading advertorial on December 31, 2021, via ANI and other news portals such as Business Standard, in an effort to stimulate interest among individuals to transact shares through the Planify Platform.
In light of the aforementioned, it became evident that the purpose behind selling shares to Planify was solely to identify potential investors for the company through the Planify Platform.
The true intention was to offer shares to the general public. Thus, this action violated the provisions of section 42 of the Act. Consequently, ROC levied a penalty of INR 48,15,000/- on the Company and each director of the Company for violation of section 42(7) of the Act.