The order concerns adjudication of penalty under Section 454 of the Companies Act, 2013 for violation of Section 117(2) due to delayed filing of a special resolution. The company passed a special resolution on 02.03.2015 but filed Form MGT-14 on 16.07.2015, beyond the statutory 30-day deadline of 01.04.2015, resulting in non-compliance. The company voluntarily applied for adjudication, attributing the delay to a bona fide and unintentional oversight, and requested leniency. During the e-hearing, the default was admitted. After considering submissions and records, the adjudicating authority held that the delay constituted a clear violation and imposed penalties under Section 117(2). A penalty of ₹20,500 each was levied on the company and the officer in default. The authority directed payment within 90 days and allowed appeal within 60 days. The order reinforces strict compliance requirements for timely filing of resolutions with the Registrar.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Hyderabad
2nd Floor Corporate Bhawan, GSI Post, Tattiannaram, Bandlaguda, Nagole, Hyderabad, Telangana, India, 500068
Phone: 040-29805427/29804327
E-mail: roc.hyderabad@mca.gov.in
Order ID: PO/ADJ/04-2026/HD/02044 | 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. 698(E) dated 10/02/2026 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 DIGILOGIC SYSTEMS LIMITED [herein after known as Company] bearing CIN U62099TG2011PLC077933, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at #102, 1ST FLOOR, DSL ABACUS TECH PARK UPPAL KALSA VILLAGE, UPPAL MANDAL NA RANGAREDDY RANGAREDDI TELANGANA INDIA 500039
Individual details:
In the matter relating to MADHUSUDHAN VARMA JETTY ______________
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 – The Company Digilogic Systems Limited has submitted an Adjudication application dated 30.12.2025 with ROC on 06th January, 2026 under Section 454 for adjudicating the offence under Section 117 of the Companies Act, 2013. As per Provisions of Section 117(1) of the Companies Act, 2013, ?A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed?. As per the Application the company has passed the special resolution dated 02.03.2015 and the company has filed the MGT-14 vide SRN: C58635665 on 16.07.2015 and the same has taken on record 21.09.2015, the due date for filing of MGT-14 was 01.04.2015. Hence the MGT-14 has been filed with delay.
2. Sri. MADHUSUDHAN VARMA JETTY has opted for hearing and the same has been conducted on 20.04.2026. Sri.MADHUSUDHAN VARMA JETTY has appeared on behalf of him and the company in the e-hearing and admitted the violations.
E. Order:
1. Pursuant to the fact about the case, an e-SCN dated 27.03.2026 was issued to the company and its officer of the company who is in default, and the reply dated 08.04.2026 in the matter was submitted. Further an e-hearing in the matter also has been conducted on 20.04.2026.
In the reply it is submitted that the omission occurred due to an unintentional and bona fide oversight at the time of filing and was neither deliberate nor with any intention to contravene the provisions of the Companies Act, 2013 and the company has voluntarily approached for adjudication. The company and the officer in default have prayed that no penalty be levied and in case adjudicating authority is of a differing view, then minimum penalty may be levied.
Based on the adjudication application, reply from the company and officer in default, submissions during the e-hearing and from the information available in MCA Portal in respect of the company, it is observed that the Company DIGILOGIC SYSTEMS LIMITED has submitted an Adjudication application dated 30.12.2025 with ROC on 06th January, 2026 under Section 454 for adjudicating the offence under Section 117 of the Companies Act, 2013. As per Provisions of Section 117(1) of the Companies Act, 2013, A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed. As per the Application the company has passed the special resolution dated 02.03.2015 and the company has filed the MGT-14 vide SRN: C58635665 on 16.07.2015 and the same has taken on record 21.09.2015, the due date for filing of MGT-14 was 01.04.2015. Hence the MGT-14 has been filed with delay. The adjudicating authority based on the adjudication application and the information available in MCA Portal in respect of the above name company and after taking into account the submission from the applicant, do hereby impose the penalty as per the provisions of section 117(2) of the Companies Act, 2013.
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 | DIGILOGIC SYSTEMS LIMITED having CIN as U62099TG2011P LC077933 | 20500 | 0 | 200000 | |
| 2 | MADHUSUDHAN VARMA JETTY having DIN as 02247769 | 20500 | 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 Hyderabad 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.
Satya Singh,
Registrar of Companies
ROC Hyderabad
