ROC Bangalore Penalises NetAnalytiks Technologies for Allotting Shares Below Registered Valuer's Fair Value
Overview of the Adjudication Order
The Registrar of Companies, Bangalore, exercising powers conferred under Section 454 of the Companies Act, 2013, issued an adjudication order bearing Order ID: PO/ADJ/04-2026/BL/01948, dated 16th April 2026, against NETANALYTIKS TECHNOLOGIES LIMITED and its officers in default. The penalty was levied for violation of Section 62(1)(c) of the Companies Act, 2013, read with Rule 13(3) of the Companies (Share Capital and Debenture) Rules, 2014, pertaining to preferential allotment of equity shares at a price lower than the fair value certified by a registered valuer.
This case serves as an important reminder to companies undertaking preferential allotments that the price certified by a registered valuer cannot be rounded down or approximated — even by a fraction of a rupee — without inviting regulatory scrutiny and penalty.
Details of the Company and Officers Involved
Company: NETANALYTIKS TECHNOLOGIES LIMITED
CIN: U74900KA2015PLC078233
Registered Office: 91 Springboard Gopala Krishna Complex, No. 45/3, Residency Road, MG Road, Museum Road, Bangalore North, Bangalore, Karnataka – 560025
Officers Named in the Order:
- LAKSHMINARAYANA ULLALA (DIN: 07005391)
- SHANKARA ANANTHARAMAIAH CHILKUNDA (DIN: 07005503)
The adjudication authority was appointed pursuant to the Ministry of Corporate Affairs Gazette Notification No. S.O. 698(E) dated 10/02/2026, under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014.
Legal Framework Applicable
Section 62(1)(c) – Further Issue of Share Capital
Section 62(1)(c) of the Companies Act, 2013 governs the further issuance of share capital by a company to any persons, whether or not those persons are existing members, through a special resolution, subject to conditions prescribed under the Act and the rules framed thereunder.
Rule 13(3) – Companies (Share Capital and Debenture) Rules, 2014
Rule 13(3) of the Companies (Share Capital and Debenture) Rules, 2014 explicitly mandates that in the case of a preferential allotment, the price of shares to be issued shall not be less than the price determined on the basis of a valuation report obtained from a registered valuer. This rule leaves no room for any downward deviation — including rounding off — from the valuer's certified price.
Section 450 – General Penalty Provision
Section 450 of the Companies Act, 2013 provides the residual penalty framework applicable where no specific penalty is prescribed elsewhere in the Act. Under this provision:
- The company and every officer in default are liable to a penalty of ₹10,000
- In the case of a continuing contravention, an additional penalty of ₹1,000 per day applies after the first day of default
- The maximum penalty is capped at ₹2,00,000 for the company and ₹50,000 for each officer in default