MCA Imposes Penalty on Techfino Capital Private Limited for Violating Private Placement Norms Under Section 42 of Companies Act, 2013
Overview of the Adjudication Order
The Registrar of Companies, Bangalore, exercising authority under Section 454 of the Companies Act, 2013, issued an adjudication order against Techfino Capital Private Limited and its directors for non-compliance with the statutory requirements governing private placement of securities. The violation pertained to the issuance of a private placement offer cum application letter for Non-Convertible Debentures (NCDs) prior to filing the mandatory special resolution with the Registrar of Companies — a clear breach of Section 42(3) read with Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
The order, bearing Order ID: PO/ADJ/04-2026/BL/01944, was passed on 16th April 2026 and carries significant compliance lessons for private limited companies undertaking fundraising through the private placement route.
Appointment of the Adjudicating Officer
Pursuant to the Gazette Notification No. S.O. 698(E) dated 10/02/2026, the Ministry of Corporate Affairs appointed the undersigned as Adjudicating Officer in exercise of the powers conferred under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014. The appointment authorizes the officer to adjudge penalties for violations of the applicable provisions of the Act.
Details of the Company and Officers Involved
Company: Techfino Capital Private Limited
CIN: U65999KA2018PTC114532
Registered Office: DSR Techno Cube, BBMP Katha No. 639/645/1, Survey No. 68, Varthur Road, Next to SKR Kalyan Mantapa, Thubarahalli Kundalahalli, Bangalore North, Bangalore, Karnataka – 560037
**Officers in Default (Directors)😗*
| S. No. | Name | DIN |
|---|---|---|
| 1 | Jayaprakash Patra | 08173623 |
| 2 | Ratikanta Satapathy | 08285737 |
| 3 | Rajesh Kumar Panda | 08682733 |
Relevant Legal Provisions
Section 42(3) – Companies Act, 2013
Section 42(3) of the Companies Act, 2013 lays down a strict procedural requirement that a company intending to raise funds through the private placement route must first file the relevant resolution (special or board, as applicable) with the Registrar of Companies before circulating the private placement offer cum application letter to prospective subscribers.
Rule 14(8) – Companies (Prospectus and Allotment of Securities) Rules, 2014
Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 explicitly states that a company shall issue private placement offer cum application letter only after the special resolution or board resolution has been duly filed in the Registry. This provision reinforces the mandatory sequencing requirement under the Act.