~ F,No:9/05/ADJ/SEC.42(6) r/w 42(10) of CA, 2013 /ROC(TG)/RD(SER)/2025 / 2EIAL BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION 70 MINISTRY OF CORPORATE AFFAIRS, HYDERABAD 2£ 99 IN THE MATTER OF COMPANIES ACT, 2013 IN THE MATTER OF CHIRAHARIT LIMITED

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1. M/s. Chiraharit Limited , p SPAS ie f xhepoy Tey ai) |<br>Malaxmi Courtyard, Survey No. 157, — osetae<br>Khajaguda Village, Chitrapuri Colony Post, LESUY DESPATCHED |<br>Hyderabad, Telangana, India, 500104. ~<br>2. 83 SEP 995 |<br>Mr. Pavan Kumar Bang | Easton DIRECTOR |<br>Flat - 801, Block - F, Casa Rouge, PSTN BAST REGION) HY GE@ a: 28 |<br>Jubilee Gardens, Kondapur, Hyderabad - 500084. © Co<br>----- End of picture text -----<br>

2. Mr. Venkata Ramana Reddy Gaggenapalli H. No. 4-10-540, Sainagar, DVK Road, Nalgonda - 508001, Telangana, {ndia.

3. Mrs. Tejaswini Yarlagadda Villa No. A-14, Lake Community, Boulder Hills Opposite Microsoft, Gachibowli, Hyderabad — 500032, Telangana, India.

4. Mr. Satish Kumar Cheemakurthi 5/57, Plot No. 590, Secretariat Colony, Opp. Oi Play School, Manikonda, Puppalaguda, Hyderabad - 500089,

   • K.V. Rangareddy District, Telangana, India.

vesueeeee ADpeallants

Date of hearing: 25.08.2025 Present: Mr. CS Ramakrishna Gupta, PCS & CS Rashida Adenwala, PCS

ORDER

(ans is an appeal filed under section 454(5) of the Companies Act, 2013 by the bea? ve appellants in e-form ADJ vide SRN AB6152306 dated 20.08.2025 against ee ae ‘thg adjudication order Petition No. PO/ADJ/08-2025/HD/00610 dated

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20.08.2025 under section 454 read with section 42 (6) r/w 42 (10) of the ~ Companies Act, 2013 passed by the Registrar of Companies, Hyderabad for default in compliance with the requirements of Section 42 (6).

2. Registrar of Companies in his order of adjudication stated that the Company has made a preferential issue of equity shares pursuant to Section 62 read with Section 42 of the Companies Act, 2013, as authorised by Special Resolution passed at the EGM of the Company held on 14th June 2016. The issue comprised of 24,00,000 (Twenty-Four Lakh) equity shares of face value of Re.1/- (Rupee One only) each, at par, aggregating to Rs.24,00,000 (Rupees Twenty-Four Lakh only) which were allotted to M/s Malaxmi Agri Ventures Private Limited existing shareholder of the Company. In furtherance to the preferential issue, the Company allotted 24,00,000 equity shares to M/s. Malaxmi Agri Ventures Private Limited on 23rd June, 2016 pursuant to the Board Resolution passed at the meeting of the Board of Directors held on 23rd June, 2016. The Company has filed e-Forms MGT-14 vide SRN GO7088578 dated 11.07.2016 and PAS-3 vide GO7088834 dated 11.07.2026.

Resolution passed at the meeting of the Board of Directors held on 23rd June, 2016. The Company has filed e-Forms MGT-14 vide SRN GO7088578 dated 11.07.2016 and PAS-3 vide GO7088834 dated 11.07.2026. The company received the application money on 15.6.2016 in its current account maintained with Axis Bank, a Scheduled Bank, and subsequently allotted the equity shares on 23.6.2016, i.e., within 8 days. The company accepted that it overlooked the requirement of opening a separate bank account to receive the application monies which is a non-compliance of Section 42 (6) of theCompanies Act, 2013.

3. ROC concluded that the company has violated the proviso to Section 42(6) of the Companies Act, 2013. The company is not a small company as per the definition of small company given in the Section 2(85) of the Companies Act, 2013. However, the company has filed suo-moto application under Section 454 of the Companies Act, 2013 before the Adjudicating Officer for violation under Section 42(6) r/w 42(10) of the Companies Act, 2013. Thus, the ROC imposed following penalty on the company, officers in default and others:

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----- Start of picture text -----<br> (A |Name of person on | Rect Penalty Additional Maximum<br>) | whom penalty | ifica |Amount Penalty (E) | limit for<br>imposed(B) tion | (D) (*Per day of| Penalty (F)<br>of continuing<br>Def default i.e. date<br>ault of rectification<br>req of default less<br>uire order issue<br>d© date)<br>1 | Chiraharit Limited 2400000 20000000<br>having CIN as<br>U29100TG2006PLCO<br>50818<br>2 | Tejaswini Yarlagadda 2400000 20000000<br>having DIN as<br>00232268<br>3. | Pavankumar Bang 2400000 20000000<br>having DIN as<br>ie<br>4 | Venkata Ramana 2400000 20000000<br>Reddy Gaggenapalli<br>having DIN as<br>07532133<br>5 | Satish Kumar 2400000 20000000<br>Cheemakurthi having<br>DIN as 06913884<br>----- End of picture text -----<br>

• 4, Aggrieved by the said order dated 20.08.2025, the applicants herein have filed the instant appeal in ADJ form vide SRN AB6152306 dated 20.08.2025 and the matter was fixed for hearing on 25.08.2025. The authorized representative, Mr. CS Ramakrishna Gupta & CS Rashida Adenwala PCS appeared on behalf of the appellant. CE

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and the matter was fixed for hearing on 25.08.2025. The authorized representative, Mr. CS Ramakrishna Gupta & CS Rashida Adenwala PCS appeared on behalf of the appellant. CE

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5. During the course of hearing the Authorized Representative submitted the following arguments: (a) That the entire funds were received from the existing shareholder (Malaxmi Agri Ventures Private Limited) of the company and there is no external investor involved, hence no third party interest is affected.

   • (b) That the issue was to be framed as rights issue but in advertently was framed as private placement u/s 42 which was not required and also not |

   • intended.

   • (c) At the time of Non-compliance, the company was a small company u/s 2(85) of the Companies Act, 2013 till the Financial Year 2023-24.

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6. The Regional Director heard the matter and taking into consideration the facts of the Appeal and the submissions made by the authorised Representative on behalf of the Company and its directors, observed that the contention of the appellant that the shares were allotted to the Shareholders and it is in the nature of a rights issue holds no merit as the Resolution was passed for private placement. However, with regard to the contention that the company was a small company at the time of violation, the Appellant was directed to file an Affidavit in this regard supported by evidence.

7. As per the directions of the Regional Director the Company has submitted on Affidavit on 26.08.2025 along with the supporting documentary evidence.

idavit in this regard supported by evidence.

7. As per the directions of the Regional Director the Company has submitted on Affidavit on 26.08.2025 along with the supporting documentary evidence.

8. In view of the above it is observed that the violation took place in 2016 when it was a small company. It is a set principle of law that the penalty prevailing at the time of the violation is to be levied. Therefore, the appeal is allowed and the order of the IO is modified. The penalty imposed by the Registrar of Companies, Hyderabad, as per Section 42(6) r/w 42(10) is set-aside and the penalty as per Section 42(6) r/w 42 (10) and 446B of the Act is imposed as under:

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|Venkata Ramana Reddy Gaggenapalli |Rs. 1,00,000/-|Venkata Ramana Reddy Gaggenapalli |Rs. 1,00,000/-|
|---|---|
|Tejaswini Yarlagadda|Rs. 1,00,000/-|
|SatishKumarCheemakurthi|Rs.1,00,000/-|

Issued under my hand and seal on this the Sad, day of Septrsb2025.

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ni Yarlagadda|Rs. 1,00,000/-| |SatishKumarCheemakurthi|Rs.1,00,000/-|

Issued under my hand and seal on this the Sad, day of Septrsb2025. 

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LN Be. JGKu<br>Cu ae aT Hate / RICHA KUKREJA<br>\eee”NO “tageroyame4 REGIONALerrrDIRECTOR(S.E.R:)ferterm (Wa.S.3i1t.)/<br>éatrata HYDERABAD<br>**----- End of picture text -----**<br>


Copy for information and necessary action to: 

1. Registrar of Companies, Ministry of Corporate Affairs, Hyderabad, Telangana. 

2. The Joint Secretary, E-Governance Cell, 

Ministry of Corporate Affairs, New Delhi. 

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