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.