ROC Haryana Penalizes Company for Decades-Old Non‑Filing of Return of Allotment

The Registrar of Companies, Haryana has passed an adjudication order under Section 454 of the Companies Act, 2013 imposing monetary penalties for non‑compliance with the statutory requirement to file a return of allotment. The lapse originated under the Companies Act, 1956 and continued well into the regime of the Companies Act, 2013, ultimately triggering penal action under Section 39(5) of the 2013 Act.

This order highlights how historic non‑compliance, even dating back several decades, can still lead to present‑day penalties once adjudication provisions become applicable. It also demonstrates that rectification efforts undertaken after a prolonged delay may not shield the assessee or its officers from financial consequences, although they may be considered while calculating the period of default.

Background and Statutory Framework

Appointment of Adjudicating Authority

The Ministry of Corporate Affairs, through Gazette notification number S.O. 698(E) dated 10/02/2026, appointed the Registrar of Companies, Haryana as the Adjudicating Officer for the purposes of Section 454 of the Companies Act, 2013. This appointment empowers the ROC to:

  • Conduct adjudication proceedings
  • Determine and levy penalties
  • Enforce compliance with specific provisions of the Companies Act, 2013

These powers are exercised in line with the Companies (Adjudication of Penalties) Rules, 2014, which prescribe the procedure for adjudication and the manner of imposition and payment of penalties.

Entity and Officer in Default

The proceedings were initiated in respect of YOGIJI DIGI LIMITED, a company registered under the erstwhile Companies Act, 1956 and now governed by the Companies Act, 2013, with:

  • CIN: U74899HR1993PLC032121
  • Registered office: PLOT NO-148, SECTOR -58 BALLABGARH BALLABGARH FARIDABAD HARYANA INDIA 121004

The adjudication order also concerns an individual director, NAVNEET SINGH (DIN 00468898), treated as an officer in default for the purpose of penalty under the Act.

The default originated under Section 75(1) of the Companies Act, 1956, which required a company to file a return of allotment with the Registrar within a prescribed time after shares were allotted.

Under the Companies Act, 2013, the corresponding requirement is contained in Section 39(4), with penal consequences provided under Section 39(5). The adjudicating officer specifically relied on Section 39(5), which prescribes that:

In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.

Thus, both the company and the officer in default are independently liable, subject to the statutory ceiling of ₹1,00,000 per default.

Chronology of Events and Nature of Default

Original Allotment and Non‑Filing under Companies Act, 1956

The assessee company disclosed that it had issued and allotted 264 equity shares on 22.01.1994 to Mr. Navneet Gill. Under Section 75(1) of the Companies Act, 1956, a return of this allotment ought to have been filed within the stipulated time.

However, the company failed to file the mandatory return of allotment. This omission resulted in a continuing default which, though arising under the 1956 Act, persisted even after the commencement of the 2013 Act.

Transition to Companies Act, 2013 and Continuing Default

With the enactment of the Companies Act, 2013, the requirement to file a return of allotment shifted to Section 39(4), and defaults thereunder attracted penalty under Section 39(5).