The Ministry of Corporate Affairs through ROC Delhi passed an adjudication order under Section 454 of the Companies Act, 2013 against Alphanso Products Private Limited and its officers for violation of Section 117(1). The company failed to file Form MGT-14 within 30 days of passing a special resolution on 21.03.2023 and instead filed it after a delay of 530 days. Although the company complied with private placement procedures, the delay in statutory filing constituted a default. Despite issuance of a show cause notice, no timely reply was submitted. After examining records and hearing the matter, the adjudicating officer imposed penalties under Section 117(2): ₹31,500 on the company and ₹25,000 each on the defaulting directors. The order directs payment within 90 days and mandates disclosure in the Board’s report. It also allows appeal before the Regional Director within 60 days, emphasizing strict compliance with filing timelines.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi I
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/04-2026/DL/02045 | Dated: 22/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 117(2) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to ALPHANSO PRODUCTS PRIVATE LIMITED [herein after known as Company] bearing CIN U74999DL2017PTC320188, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at B-21,JITAR NAGAR GALI NO-19 NA NEW DELHI EAST DELHI DELHI INDIA 110051
Individual details:
In the matter relating to KUNAL SHANDILYA _________
In the matter relating to GAUTAM KHOSLA _________
C. Provisions of the Act:
(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee –
I. This office is in receipt of application vide GNL-1 form (SRN: AB1577960) dated 21.10.2024 from the company for adjudication of penalties for default u/s 117 (1) of the Companies Act, 2013. The applicants are Mr. Gautam Khosla and Mr. Kunal Shandilya. As per the application, the following has been submitted:
i. In the financial year 2022-23, the company at their Extra -Ordinary General Meeting held on 21.03.2023 passed Special Resolution for Authorization for issue 555 (Five Hundred and Fifty-Five) Equity Shares on private placement cum preferential allotment basis.
ii. That pursuant to the above stated provisions of Section 117 of the Companies Act, 2013 the Company was required to file Form MGT-14 with 30 days passing Special Resolution i.e. 19.04.2023, but the Company has filed Form MGT-14 on 19.09.2024. Hence, there is a delay of 519 Days in filing Form MGT-14 as per provisions of Section 117 of the Companies Act, 2013.
II. Thus, in view of the above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of Section 117(1) of the Act.
The Company and the Noticee are hereby called upon to show cause as to why penal action under Section 117 (2) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section 117(1) of the Companies Act, 2013 of the said acts, may submit objections/ reply, if any.
III. The Company and the Noticee are also required to submit the certified true copies of the Board meeting and EGM in which the special resolution was passed.
2. No e-Hearing have been sought by the Noticees.
E. Order:
1.1. Whereas in view of the facts of the case, an e-SCN (SCN/ADJ/07-2025/DL/02214) u/s 117(1) was issued to the company and its officers on 13.02.2026 as the delay of 530 days of MGT-14.
I. Whereas the reply to the above e-SCN was required to be submitted by 28.02.2026. However, no reply has been received by this office from the company and its officers till date for the SCN.
II. Upon examination of the facts of the case and documents submitted, following aspects were to be ascertained for which a hearing was scheduled:
a. Notice of EGM and passing of resolution happened on same date i.e. 21.03.2023.
b. To ascertain the sequence of private placement with preferential basis following documents were sought.
-PAS-3
-PAS-4
-PAS-5
-Separate Bank accounts for the amount received from allottee.
-Whether the officer cum application letter issued only after the special resolution filed with the registry (i.e. Rule 14, sub rule 8 of Companies (Prospectus & Allotment of Securities) Rules, 2014.
III. Accordingly, vide email dated 24.03.2026 a hearing was scheduled for 25.03.2026, and the company was asked to provide the minutes of EGM dated 18.04.2022 and 22.03.2023, Certified copy of Bank Statement, due diligence report which adjudication matter was raised.
IV. The company has submitted the requisite documents, and it is found that process for private placement with preferential allotment was followed as per the companies act, 2013 and the default was with regards to filling of MGT-14 for passed Special Resolution for Authorization for issue 555 (Five Hundred and Fifty-Five) Equity Shares on private placement cum preferential allotment basis.
2. Whereas, it is observed that the Company was required to file Form MGT-14 with 30 days passing Special Resolution i.e. 19.04.2023, but the Company has filed Form MGT-14 on 30.09.2024. Hence, there is a delay of 530 Days in filing Form MGT-14 as per provisions of Section 117 of the Companies Act, 2013.
In addition to above it is to furnish at the time of issuance of SCN the number of days of default were calculated 519 days, however, on examination the days of default made as per records were 530 days. Hence, penalty is being levied accordingly.
The Matter has been adjudicated as per application and reasons provided by the company in its application through e-form GNL-1 dated 21.10.2024.
If this leads to any other non-compliance following under the provision of the Companies Act, the company has the liberty to rectify the same by way of compounding, adjudication, under section 131 or others as per the provision of Companies Act, 2013.
The order is subject to the condition that the company discloses the adjudication and the reason in the Board Report for the forthcoming financial year.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | ALPHANSO PRODUCTS PRIVATE LIMITED having CIN as U74999DL2017P TC320188 | 31500 | 0 | 200000 | |
| 2 | KUNAL SHANDILYA having DIN as 07834767 |
25000 | 0 | 50000 | |
| 3 | GAUTAM KHOSLA having DIN as 07834778 | 25000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Delhi within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Seema Rath,
Registrar of Companies
ROC Delhi
