The Registrar of Companies, Kolkata I, by Order ID PO/ADJ/07-2026/WB/02573 dated 23.07.2026, adjudicated penalty under Section 454 of the Companies Act, 2013 for violation of Section 117(2) by POLAR ELEKTRIC LIMITED for delayed filing of e-Form MGT-14. The company filed GNL-1 and a physical application seeking adjudication of the violation relating to a special resolution approving financial assistance by way of a loan from M/s. Ranks Fiscals Private Limited with an option to convert the loan into equity shares. The shareholders approved the proposal at the Extraordinary General Meeting held on 23.09.2024, and the agreement was executed on 27.09.2024. Although Section 117 required filing of the resolution within thirty days, the company filed e-Form MGT-14 on 21.03.2026, resulting in a delay of 514 days. The show cause notice was issued on 06.07.2026, and the company and its director accepted the default and sought a lenient view. The Adjudicating Officer imposed a penalty of Rs. 63,800 on the company and Rs. 50,000 on Kanishk Goyal, directing payment within 90 days and providing for an appeal to the Regional Director, Kolkata within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata I
4th Floor Plot No.IIIF/16, in AA-IIIF Rajarhat, New Town, Akandakeshari, Kolkata, West Bengal, India, 700135
Phone: 033-22877390
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/07-2026/WB/02573 | Dated: 23/07/2026
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 POLAR ELEKTRIC LIMITED [herein after known as Company] bearing CIN U28199WB2004PLC100818, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO. 8B & 8C, 8TH FLOOR 23, CIRCUS AVENUE CIRCUS AVENUE CIRCUS AVENUE KOLKATA WEST BENGAL INDIA 700017
Individual details:
In the matter relating to KANISHK GOYAL —————-
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 – 1. The Company and Applicant Director has filed GNL-1 vide SRN: AC2959728 dated 10/04/2026 and a physical application dated 15/04/2026 for Adjudicating the violation under Section 117 Companies Act 2013.i. The Board of Directors (?BoDs?) of the Company, at its meeting held on 29th August, 2024, inter alia, considered and approved the proposal for availing financial assistance by way of a loan from M/s. Ranks Fiscals Private Limited (?Lender?), on such terms and conditions as may be mutually agreed between the Company and the Lender, with an option to convert such loan into equity shares, and also approved the convening of an Extra-Ordinary General Meeting.ii. The Shareholders of the Company in the Extra-Ordinary General Meeting (EoGM) held on 23rd September, 2024 had approved the proposal for availing financial assistance by way of a loan from M/s. Ranks Fiscals Private Limited (?Lender?), on such terms and conditions as may be mutually agreed between the Company and the Lender, with an option to convert such loan into equity shares.iii. Pursuant to the aforesaid approvals, an agreement for financial assistance was executed on 27th September 2024 for availing of financial assistance by way of a loan, with an option to convert the same into equity shares, at a price to be determined based on the valuation report of a Registered Valuer.iv. As per the 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) of section 117 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 e-Form MGT – 14 along with the prescribed fee.In terms of Section 117(3) of the Companies Act, 2013, the provisions of this section shall apply to?(a) Special resolutions;(b) Resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;(c) Any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;(d) Resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members;(f) Resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016;(g) resolutions passed in pursuance of sub-section (3) of section 179.Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; Provided further that nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by, ?(a) a banking company;(b) any class of non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934, as may be prescribed in consultation with the Reserve Bank of India;(c) any class of housing finance company registered under the National Housing Bank Act, 1987, as may be prescribed in consultation with the National Housing Bank; and (d) any other resolution or agreement as may be prescribed and placed in the public domain.v. In accordance with the applicable provisions of Section 117 of the Companies Act, 2013, the Company had filed e-Form MGT -14 before the Registrar of Companies, Kolkata. However, the C y defaulted in filing the said e-form before this office within the specified time limit of thirty days of the passing the Special Resolution.vi. Accordingly, the Company had filed e-form MGT-14 before the Registrar of Companies, Kolkata vide SRN AC2730827 dated 21-03-2026 causing a delay of 514 days.
2. E-Hearing not Requested
E. Order:
1. The Company and Applicant Director has filed GNL-1 vide SRN: AC2959728 dated 10/04/2026 and a physical application dated 15/04/2026 for Adjudicating the violation under Section 117 Companies Act 2013.in respect of availing financial assistance by way of a loan on such terms and conditions as may be mutually agreed between the Company and the Lender.
The Shareholders of the Company in the Extra-Ordinary General Meeting (EoGM) held on 23rd September, 2024 had approved the proposal for availing financial assistance.
Pursuant to the aforesaid approvals, an agreement for financial assistance was executed on 27th September 2024 for availing of financial assistance by way of a loan.
As per the 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) of section 117 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 e-Form MGT – 14 along with the prescribed fee.
In accordance with the applicable provisions of Section 117 of the Companies Act, 2013, the Company had filed e-Form MGT -14 before the Registrar of Companies, Kolkata. However, the Cny defaulted in filing the said e-form before this office within the specified time limit of thirty days of the passing the Special Resolution.vi. Accordingly, the Company had filed e-form MGT-14 before the Registrar of Companies, Kolkata vide SRN AC2730827 dated 21-03-2026 causing a delay of 514 days.
SCN was issued to the Company and officers in default vide SCN ID – SCN/ADJ/06-2026/WB/04854 dated: 06/07/2026. Company and Director in its reply has accepted the default and requested for a lenient view.
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 | POLAR ELEKTRIC LIMITED having CIN as U28199WB2004P LC100818 | 63800 | 0 | 200000 | |
| 2 | KANISHK
GOYAL having DIN as 03385366 |
50000 | 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 Kolkata 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.
Arya Pyarelal,
Registrar of Companies
ROC Kolkata I
