Section 42 Round Compliance Clock — can you spend the private-placement money yet?

This is a sample — Nimbus Robotics Private Limited, ₹1.5 crore from 6 angels, allotted five days ago, PAS-3 not yet filed. Replace it with your round; everything on the right updates as you type.

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money today

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next deadline

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accrued today

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exposure if adjudicated

How is this round being done? The route decides which machinery applies. Two of the four carry no s.42 clock at all.

First subscription money received on s.42(6) The whole clock starts here. If the money came in tranches, use the first receipt. Allotment (board resolution) on

not yet

PAS-3 filed on s.42(8)

not yet

Amount raised in this round (₹) s.42(10) The penalty if a step goes wrong is measured against it. Enter the amount raised — the exposure and the 12% interest are measured against it.

About the company

Company name Optional. Printed on your clock verbatim. DPIIT-recognised start-up? Yes assumed — either this or small-company status halves the penalties under s.446B.

Yes No

Small company? Yes assumed. Paid-up ≤ ₹10 crore and turnover ≤ ₹100 crore (G.S.R. 880(E), 1 Dec 2025).

Yes No

Directors in office 2 — change if more directors were in office during the round.

Promoters who are not directors 0 — change if the company has promoters who are not on the board.

Authorised capital ₹1–5 lakh — sets the MCA fee; change if different.

Resolution and offer dates

Board resolution approving the offer Special resolution (EGM) date MGT-14 filed on s.117(1)

not yet

Offer letters (PAS-4) issued on Only after MGT-14 is filed.

Persons offered this FY s.42(2)

Investors allotted

Persons offered securities of this kind this financial year, including this round, leaving out QIBs and employees under an ESOP scheme. 200 is the ceiling.

Four things the ROC checks

Subscription money sits in a separate bank account in a scheduled bank Each offer letter is addressed by name and serially numbered We have already spent some of the money We hold a registered valuer's report for the price

Where these rules come from

Read on 7 September 2026 from the section and rule texts and from two published ROC Delhi adjudication orders against the same company. Penalties shown are the statutory maxima an adjudicating officer works from — not a prediction of the order.

Companies Act, 2013 — s.42: the 200-person cap (s.42(2)), banking-channel-only subscription (s.42(4)), the money-lock proviso to s.42(4), the separate account and the 60-day / 15-day / 12% cliff (s.42(6)), no advertisement (s.42(7)), PAS-3 in 15 days (s.42(8)), ₹1,000 a day to ₹25 lakh (s.42(9)), and the s.42(10) exposure
Rule 14, Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended 5 May 2022): special resolution for each offer (14(1)), PAS-5 and PAS-4 (14(3)–(4)), payment from the subscriber's own account (14(5)), and Rule 14(8) — the offer letter only after the resolution is filed
s.117 — MGT-14 in 30 days; s.117(2) penalty ₹10,000 plus ₹100 for each day after the first, capped at ₹2,00,000 (company) and ₹50,000 (each officer)
s.62 and Rule 12A — the rights-issue window (7 to 30 days, shorter with 90% consent), and s.39(4)/(5) — PAS-3 in 30 days, ₹1,000 a day to ₹1,00,000
Rule 13, Companies (Share Capital and Debentures) Rules, 2014 — allotment completed within 12 months of the special resolution; price on a registered valuer's report
Rule 2(1)(c)(xvii), Companies (Acceptance of Deposits) Rules, 2014 — the convertible-note carve-out: ₹25 lakh or more, DPIIT start-up, single tranche from a person, ten years (raised from five on 7 September 2020)
s.446B — one-half the penalty for a start-up, small company, OPC or producer company, capped at ₹2,00,000 for the company and ₹1,00,000 for an officer or any other person. Halve first, then cap
G.S.R. 12(E) of 11 January 2022 — the additional-fee multiples on a late filing (1× to 12×), and the higher multiples on a second late PAS-3 within 365 days
The two orders this tool reproduces, both ROC Delhi against Hexafun Private Limited: PO/ADJ/09-2025/DL/00697 of 29 Sep 2025 (PAS-3 51 days late — ₹25,500 on the company and ₹25,500 on each of two directors, ₹76,500 in all, after s.446B) and PO/ADJ/10-2025/DL/00771 of 14 Oct 2025 (offer letter before the resolution was filed, letters not specifically addressed, no separate account, money used before PAS-3 — ₹2,00,000 on the company and ₹1,00,000 on each of two directors)
Companies Compliance Facilitation Scheme, 2026 — annual and 1956-Act forms only. PAS-3 and MGT-14 are not in it

Clock updates as you type