Missing the Deadline: ROC Imposes Penalty on Wellness Forever for Delayed PAS-3 Filing
As a Company Secretary, managing compliance deadlines isn't just about ticking boxes—it's about protecting the company and its directors from penalties. A recent adjudication order by the ROC, Mumbai, against Wellness Forever Medicare Limited serves as a sharp reminder of the cost of even minor delays in filing the Return of Allotment (Form PAS-3).
The Case: A Short Delay, A Notable Fine
The ROC order (dated 12/11/2025) detailed the following violation:
The Event: Wellness Forever Medicare Limited allotted 9,000 equity shares under its Employee Stock Ownership Plan (ESOP) on March 9, 2023.
The Due Date: As per Section 39(4) of the Companies Act, 2013, the company was required to file Form PAS-3 (Return of Allotment) within 30 days of the allotment, making the deadline April 8, 2023.
The Default: The company filed the required e-form PAS-3 on April 27, 2023, resulting in a delay of 20 days.
The Penalty Under Section 39(5)
For this 20-day delay, the Adjudicating Officer imposed a penalty on both the company and every officer in default.
The Rule: Section 39(5) stipulates a penalty of ₹1,000 per day of default, up to a maximum of ₹1 Lakh.
The Calculation: ₹1,000 per day x 20 days = ₹20,000.
The Result: A penalty of ₹20,000 was imposed on the Company and an equal amount was imposed on each of the four officers identified as being in default (three Whole-time Directors and the CFO (KMP)).
Entity/Officer | Total Penalty Imposed |
Wellness Forever Medicare Limited (Company) | ₹20,000 |
Gulshan Haresh Bakhtiani (WTD) | ₹20,000 |
Mohan Ganpat Chavan (WTD) | ₹20,000 |
Ashraf Mohammed Biran (WTD) | ₹20,000 |
Gaurav Chiman Shah (CFO (KMP)) | ₹20,000 |
TOTAL PENALTY | ₹1,00,000 |
The officers were explicitly directed to pay the penalty from their personal sources/income.
Key Takeaway for Professionals
This order highlights that when it comes to statutory filings like the Return of Allotment, there is zero tolerance for delay, even if the non-compliance is admitted suo-motu (voluntarily) by the company.
Critical Compliance Points:
30-Day Hard Limit: Always remember the 30-day window for filing Form PAS-3 after any allotment (including rights issue, bonus shares, ESOP, etc.).
Directors are Personally Liable: The penalty is not just a corporate cost; it directly impacts the personal finances of the company's directors and Key Managerial Personnel (KMP).
Proactive Filing: Set up clear internal protocols for managing allotment dates and filing deadlines to avoid regulatory scrutiny and financial consequences.
A robust compliance calendar is your best defense against such adjudications!
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