ROC Delhi Penalises a Private Company for Violating Section 42 (Private Placement)

Name of the Company: Alpur Solar Private Limited

CIN: U40300DL2018PTC331162

Date of Incorporation: 19/03/2018

RoC: Delhi

Date of Adjudication Order: 22/03/2023

Facts:
During the Financial Year 2018-19, the Board of Directors of the Company approved issuance of 34,40,000 equity shares to its holding company namely ‘Ekialde Solar Private Limited’ on private placement basis. Further, shareholders of the company also approved the issuance of such shares by passing Special Resolution in its General Meeting. Company has also filed E-form PAS-3 with RoC Delhi.

Violations:
1.    Section 42(4) of Companies Avt, 2013:

The provisions provide that a company shall not utilise monies through private placement unless allotment is made and return of allotment is filed with the Registrar.
As the subject company has utilized the money prior to filing of Form PAS-3, it has failed to company with the provisions.

Penalty: On Company levied = Rs.2,00,000/- and Rs.1,00,000/- each on Promoters and Directors of the Company.

2.    Section 42(6) pf Companies Act, 2013:
The provisions provide that monies received on application under this section shall be kept in a separate bank account in a scheduled bank.

As the Company did not open separate bank account, it has failed to comply with the provisions.
Penalty: On Company levied = Rs.2,00,000/- and Rs.1,00,000/- each on Promoters and Directors of the Company.

3.    Section 42(8) of Companies Act, 2013:

The provisions provide that a return of allotment of securities under section 42 shall be filed with the Registrar within 15 days of allotment in Form PAS-3.

As the company had filed PAS-3 with a delay of 18 days in filing the Return of allotment. It has failed to comply with the provision.

Penalty: Rs.18,000 levied on Company and separately on each Promoters and Directors of the Company.

Total Penalty on Company: Rs.4,18,000

Total Penalty on Promoters and Directors individually: Rs.2,18,000.

The interesting part of the case is that the Directors on whom penalties are levied are not even associated as on date with the Company. They were Directors during period of default, i.e., 2018-19. Hence, it is very necessary that law of the land should be followed or else the Company would have to face unnecessary penalties for the defaults.