This order, issued by the Registrar of Companies (ROC), Delhi, on September 25, 2025, adjudicates a penalty against GAME CHANGERS TEXFAB LIMITED and its officers for contraventions of the Companies Act, 2013, specifically Section 62 and Section 117(1). The company filed a suo-moto adjudication application, admitting to several non-compliances. The core issues centered on a loan amounting to 3,01,49,600 taken in the financial year 2017-18 from its holding company, ‘Force Multiplier Pvt. Ltd.’ The special resolution passed by shareholders on July 1, 2015, approving this loan and its subsequent conversion into equity shares, was not filed with the ROC via the requisite MGT-14 form, a violation of Section 117(1). Furthermore, when the company converted the loan into 5,798 equity shares in December 2017, the special resolution passed was erroneously cited under Section 62(1)(c) instead of the appropriate Section 62(3), though the MGT-14 for this conversion was filed subsequently. The company and its officers, including designated officer Ankur Aggarwal and others, accepted the non-compliance, stating it was due to an inadvertent oversight, and requested leniency, which the ROC did not grant.
The ROC, acting as the Adjudicating Officer, observed that the contraventions were of two different provisions (Sections 62 and 117), justifying a penalty under Section 450 of the Act, which addresses cases where no specific penalty is otherwise provided. Considering the nature of the violation under Section 62(3) as non-continuing (limited to mentioning the incorrect section), a one-time penalty was imposed. A total penalty of 4,00,000 was levied on GAME CHANGERS TEXFAB LIMITED for the two contraventions (2,00,000 for each). Additionally, five officers, including Kavita Aggarwal, Ankita Aggarwal, Sanjeev Goel, Neeti Goel, and Ankur Aggarwal, were each penalized 50,000 per contravention, resulting in a total of 1,00,000 for each penalized officer. The order directs the company and the officers to pay the penalty via the ‘e-Adjudication’ facility within 90 days of receiving the order, with the officers required to pay from their personal funds. The company is also mandated to disclose the penalty in its upcoming Board Report to maintain necessary corporate governance disclosures. Failure to pay within the stipulated time will result in further penal consequences as per Section 454(8) of the Companies Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708, E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/09-2025/DL/00694 Dated: 25/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 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 GAME CHANGERS TEXFAB LIMITED [herein after known as Company] bearing CIN U14101DL2015PLC278723, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 3656-P NO-21, HATHI KHANNA, BAHADUR GARH ROAD NA DELHI Central Delhi Delhi India 110006
Individual details:
In the matter relating to KAVITA AGGARWAL [herein after known as individual] having DIN 00249285 and having its address at H.No. 1, Road No. 8, East Punjabi Bagh West Delhi Delhi Delhi India 110026
In the matter relating to ANKITA AGGARWAL [herein after known as individual] having DIN 00524508 and having its address at D-31 PUSHPANJALI ENCLAVE PITAMPURA, SARASWATI VIHAR NORTH WEST DELHI Delhi India 110034
In the matter relating to SANJEEV GOEL [herein after known as individual] having DIN 02000105 and having its address at 1802,B/VICTORIA BUILDING, VICTORIA FLORENTINA ALEXANDRIA CHS LODHA PARADISE,MAJIWADE THANE Thane Maharashtra India 400601
In the matter relating to NEETI GOEL [herein after known as individual] having DIN 02659850 and having its address at 1802 A / 1802 B, Victoria Building, VFVA Society, Lodha Paradise, Majiwada Thane West, Thane Maharashtra India 400601
In the matter relating to ANKUR AGGARWAL [herein after known as individual] having DIN 00135117 and having its address at Road No.8, House NO-1 East Punjabi Bagh Delhi Delhi India 110026
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – 1.Whereas the company has filed a suo-moto adjudication application vide GNL-1 (SRN: N28951440 dated 25.02.2025 and AB6593312 dated 08.09.2025) for several non-compliances of the provisions of the Companies Act, 2013 including the default u/s 62 of CA, 2013.
2. Whereas as mentioned in the adjudication application, the company passed a special resolution on 01.07.2015 through its shareholders approving a loan amounting to Rs. 3,01,49,600/- in F.Y. 2017-18 from its holding company ‘Force Multiplier Pvt. Ltd.’ and it was decided that all the loans taken from the borrower will be converted into Equity shares at a later stage in case the company is unable to repay the said loan amount. However, the company failed to file MGT-14 for such resolution passed as required u/s 180(1)(c) of the CA, 2013.
3. Whereas the Company decided to convert this loan into equity and passed a special resolution on 15.12.2017 erroneously under Section 62(1)(c) of the Companies Act, 2013 instead of Section 62(3) of the Companies Act, 2013 for issue of shares against the conversion of said loan amount. The MGT-14 for the SR passed was filed vide SRN G71787865 on 28.12.2017. Further, the Company converted the debt amount of Rs. 3,01,49,600/- into 5798 equity shares and subsequently filed the return of allotment in PAS-3 vide SRN G72891377 dated 08.01.2018.
Therefore, in view of the above, the company and its officers needs to show cause as to why they should not be penalized u/s 450 for non-compliances of section 62 and 180 of CA, 2013. Further, it may be noted that double penalty will be imposed as there is non-compliance of two provisions, i.e. 62 and 180 of CA, 2013 and therefore, the penalty of Rs. 4,00,000/(2,00,000+2,00,000) on company and Rs. 1,00,000/-(50,000+50,000) on each officer-in-default will be imposed.
2. A physical hearing was sought by the company vide email dated 15.09.2025 and the same was convened on 17.09.2025.
E. Order:
1. Whereas the company has filed suo-moto application for the adjudication of default of provisions of section 42, 62 and 172 of the CA, 2013. In these applications the non-compliance of section 62 was reported as the company converted a loan into equity shares u/s 62(1)(c) in F.Y. 2017-18 for which e-SCN u/s 450 was issued to the company and its officers on 09.09.2025 for the default of section 62 and 117 of CA, 2013. The replies to notice were received on 18.09.2025. Further, a physical hearing was sought by the company vide email dated 15.09.2025 and the same was convened on 17.09.2025. ii.Whereas in the physical hearing convened on 17.09.2025, the company has submitted a precedent of High Court judgement in the matter CTM India Limited & Anr. vs Registrar of Companies, Delhi & Haryana whereby it has been decided by the Hon’ble Court that the benefit of decriminalization of punishment should go to the accused. It was further submitted by the company that similar principle should be applied and the matter should be dealt u/s 450 of the Companies Act, 2013 for adjudication. The submissions made are taken into consideration while passing the order.
iii.Whereas in the reply dated 18.09.2025, the company and its officers accepted the non-compliance and have stated that the default occurred due to an inadvertent oversight and further requested to consider the matter with leniency as the default was unintentional. Moreover, it was stated that the company had filed an e-from GNL-3 vide SRN AB6656644 on 10.09.2025 for designating Mr. Ankur Aggarwal (DIN-00135117) as an officer-in-default (hereinafter “OID”) vide Board Resolution dated 01.08.2015 and has requested to impose the penalty only on the designated OID. The same is taken into consideration while imposition of penalty.
iv.Whereas it was observed that the company took a loan amount of Rs. 30149600/- which was approved through shareholders resolution on 01.07.2015 as per the provisions of section 180(1)(c) of the Act, however, the company has failed to file MGT-14 for the special resolution as required under section 117(1). Thus, there is contravention of section 117(1) of the Act.
Therefore, it is observed that company entered into a loan agreement in F.Y. 2015-16 with condition to convert loan into Equity shares at a later stage in case the company become unable to repay the said loan amount. Further in F.Y. 2017-18, the Company decided to convert the loan into equity and passed a special resolution on 15.12.2017 erroneously under Section 62(1)(c) of the Companies Act, 2013 instead of Section 62(3) of the Companies Act, 2013 for issue of shares against the conversion of said loan amount. Additionally, the company failed to file the special resolution dated 01.07.2015 in the e-form MGT-14 passed for sanctioning the said loan. Hence, there is contravention of section 62 and 117(1) of the Act. The penalty is levied on the company and the officers-in-default as per section 450 of the Act subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance. Additionally, as the default of section 62(3) is not continuing in nature and is limited to mentioning of incorrect section in the resolutions passed for conversion of loan into equity, therefore, one-time penalty is imposed. Further, the submission of the company granting remission in the penalty is not acceded to.
Further, during the adjudication proceedings, from the material on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) u/s 62 & 117 have been only taken and the non-compliances if any, involving the aforesaid section under other provisions of Companies Act, 2013 may be taken up separately in accordance with the law for necessary action, if any.
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 | GAME CHANGERS TEXFAB LIMITED having CIN as U14101DL2015P LC278723 | 200000 | 10000 | 200000 | |
| 2 | KAVITA AGGARWAL having DIN as 00249285 |
0 | 0 | 50000 | |
| 3 | ANKITA AGGARWAL having DIN as 00524508 |
0 | 0 | 50000 | |
| 4 | SANJEEV GOEL having DIN as
02000105 |
0 | 0 | 50000 | |
| 5 | NEETI GOEL having DIN as
02659850 |
0 | 0 | 50000 | |
| 6 | ANKUR AGGARWAL having DIN as 00135117 |
50000 | 10000 | 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 Noida 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
