ROC Pune Levies Penalties for Non-Disclosure of Mandatory Information in Share Allotment Proceedings
Background of the Adjudication Proceedings
The Registrar of Companies stationed at Pune issued an adjudication order under the framework of Section 454 read with Section 450 of the Companies Act, 2013. This order pertained to the imposition of monetary penalties arising from contraventions of Section 62(1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014.
In an unusual procedural development, the corporate entity along with its board members voluntarily approached the authorities seeking adjudication after internal due diligence revealed that specific compulsory disclosures had been unintentionally excluded from documentation accompanying Form MGT-14. This form related to the issuance and allocation of equity shares undertaken by the organization.
The defaults were characterized by the applicants as purely procedural lapses without any element of deliberate wrongdoing or fraudulent intent. The Adjudicating Authority, after examining the circumstances and submissions made, determined the quantum of penalties taking into consideration the special status of the company.
Statutory Framework and Appointment Authority
Designation of Adjudicating Officer
Through Gazette notification number S.O. 831(E) dated 24th March 2015, the Ministry of Corporate Affairs designated the Registrar of Companies, Pune as the Adjudicating Officer. This appointment was made in exercise of powers vested under Section 454 of the Companies Act, 2013 read with the Companies (Adjudication of Penalties) Rules, 2014, granting authority to determine and impose penalties for contraventions under various provisions of the legislation.
Applicable Penal Provision
Section 450 of the Companies Act, 2013 establishes a residuary penalty provision applicable where a company, its officers, or any other individual contravenes provisions of the Act or rules framed thereunder, and no specific penalty is prescribed elsewhere in the statute. Under this section, the defaulting company and every officer in default becomes liable to a penalty of ten thousand rupees, with provision for enhanced penalty of one thousand rupees per day for continuing contraventions, subject to maximum limits of two lakh rupees for companies and fifty thousand rupees for officers or other persons.
Details of the Corporate Entity
ARCATRON MOBILITY PRIVATE LIMITED, bearing Corporate Identity Number U29299PN2015PTC155291, constitutes a company incorporated and registered under the Companies Act framework. The registered office of this entity is situated at 403/2, 4th Floor, Amar Tech Park, Patil Nagar, Balewadi Baner Gaon Haveli Pune Maharashtra India 411045.
The company holds recognition as a startup registered with the Department for Promotion of Industry and Internal Trade (DPIIT). Furthermore, at the material time, the organization qualified as a 'small company' within the meaning assigned under the Companies Act, 2013, which became a significant factor in determining the applicable penalty structure.
Individuals Involved in the Proceedings
The adjudication proceedings encompassed the following directors and officers:
- GANESH SHARAD SONAWANE
- SUDHIR MEHTA
- KONCHADY SATISH SHENOY
- KUNAL KUNDALIK KAMBLE
- LAXMIKANT BANJAREY
Among these individuals, Mr. Ganesh Sharad Sonawane bearing DIN 07028180 was specifically designated as the 'officer in default' through a board resolution passed by the company in accordance with Section 2(60) of the Companies Act, 2013.
Nature of Default Committed
Violation Identified
During internal due diligence exercises conducted by the management, it came to light that while mobilizing capital through issue and allotment of shares and securities, certain mandatory information required under Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 had been inadvertently omitted from supporting documents attached to e-form MGT-14 filed with Service Request Number G48360887 dated 15th July 2017.
Characterization of the Lapse
The company submitted that these discrepancies and irregularities were entirely unintentional, occurring due to inadvertence rather than any deliberate evasion or fraudulent design. The defaults were acknowledged as procedural in nature, without involvement of any mala fide intention or element of fraud.
Consequently, the corporate entity and its responsible officers were found to have contravened Section 62(1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, thereby attracting liability for penalties under Section 450 of the Companies Act, 2013.
Procedural Aspects of Adjudication
Suo Moto Application
In a demonstration of corporate governance consciousness, the company and its directors voluntarily filed a suo moto application seeking adjudication of penalty under Section 454 of the Companies Act, 2013. This proactive approach reflected the organization's commitment to regulatory compliance despite the inadvertent nature of the defaults.
Show Cause Notice and Response
Following receipt of the suo moto application, an adjudication notice was issued through show cause notice dated 30th December 2025. In response to this notice, both the company and the officers implicated submitted detailed replies explaining the circumstances surrounding the defaults and presenting mitigating factors for consideration.