ROC Delhi Penalises Company and Its Directors for Violating Private Placement Rules

The Registrar of Companies (ROC) Delhi under the Ministry of Corporate Affairs (MCA), Government of India, has an Order for Adjudication (Order ID: PO/ADJ/10-2025/DL/00771), dated October 14, 2025, under Section 454 of the Companies Act, 2013 (‘The Act’) For Violation of Section 42(10) of the Companies Act, 2013. Basically, ROC Delhi has imposed a penalty on a company known as Hexafun Private Limited and some of its directors named Harshit Singhal (DIN: 10147661), Aakansha Singhal (DIN: 10147662) and Manali Shailesh Sanghvi (DIN: 10560362). The company is located in Geeta Colony, East Delhi, and the directors live in Delhi, Noida, and Mumbai.

According to Section 42 of the Companies Act, 2013, if a company raises money through private placement but does not adhere to the legal process properly, then both the company and its directors can be penalised, and this penalty amount may extend to the amount raised through the private placement or two crore rupees, whichever is lower. They must also refund the money to investors within 30 days of receiving the penalty order.

The company is accused of making several mistakes during the issuance of 311 equity shares in December 2023:

• (a) The company sent out the offer letter to investors (Form PAS-4) before filing the necessary resolution with the ROC. This is not allowed. The filing should have been done first.
• (b) The offer letter was not addressed specifically to individual investors, which is another violation.
• (c) The company did not open a separate bank account for collecting money from investors, which is mandatory under Section 42(6).
• (d) The company used the collected funds before filing the return of allotment (Form PAS-3) with the ROC. This also breaks the rule.

After listening to the arguments of the company and reviewing all the documents and explanations, the ROC agreed that the company and its directors violated the specified provision and are therefore liable for the following penalties:

The company and directors have been instructed to pay these penalty amounts within 90 days from receiving the order at the MCA e-Adjudication portal, and the directors must pay from their personal funds.

If the company and its directors are not satisfied with the ROC’s order, then they are also permitted to challenge the order by filing an appeal against it within 60 days to the Regional Director (RD) Noida using Form ADJ, along with a certified copy of this order.