The Registrar of Companies (ROC), Delhi, issued an adjudication order under Section 454 of the Companies Act, 2013, against Hexafun Private Limited and certain directors for violation of Section 117(2). The company had passed special resolutions in December 2023 for issuance of 311 equity shares and 200 Compulsorily Convertible Debentures (CCDs) on a private placement basis. As per law, these resolutions were required to be filed in e-Form MGT-14 within 30 days, but delays of 3 and 28 days were recorded. Following a suo moto application, the company and its officers admitted the delay, stating it was unintentional and without mala fide intent, and also requested exemption for a director appointed after the default period. Considering the submissions and the company’s classification as a small company, ROC imposed penalties under Section 117(2) read with Section 446B. The penalty amounts were ₹11,500 each on the company, Aakansha Singhal, and Harshit Singhal, while no penalty was imposed on Manali Shailesh Sanghvi. The parties are required to rectify the default and pay penalties within 90 days via the MCA’s e-Adjudication portal. Appeals may be filed before the Regional Director, Noida, within 60 days. Non-payment within the prescribed time may attract further action under Section 454(8) of the Act.
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/00699| Dated: 29/09/2025
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 24/03/2015appointed 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 HEXAFUN PRIVATE LIMITED [herein after known as Company] bearing CIN U47912DL2023PTC413622, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 14/12 GEETA COLONY East Delhi East Delhi East Delhi Delhi India 110031
Individual details:
In the matter relating to AAKANSHA SINGHAL [herein after known as individual] having DIN 10147662 and having its address at HOUSE-44,SHIVPURI KRISHNA NAGAR Shahdara Shahdara Delhi India 110051
In the matter relating to HARSHIT SINGHAL [herein after known as individual] having DIN 10147661 and having its address at F1-1402 Tower F-1, 14th Floor CLEO COUNTRY, SECTOR-121 Noida Gautam Buddha Nagar Uttar Pradesh India 201301
In the matter relating to MANALI SHAILESH SANGHVI [herein after known as individual] having DIN 10560362 and having its address at 104 Montana, 4th Floor, Flat No.401, Laxmi Narayan Lane, Matunga East Mumbai Mumbai Maharashtra India 400019
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 – That this office is in receipt of suo moto application for adjudication through Form GNL-1 vide SRN N30478432 dated 28.04.2025 for default under section 42 of the Companies Act, 2013 r/w relevant rules.
That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 15.12.2023 for the issuance of 200 Compulsorily Convertible Debentures (‘CCDs’) on a private placement basis. It is observed that pursuant to section 117 of CA, 2013, the company was required to file MGT-14 within 30 days of passing the Special Resolution. However, the company filed the SR dated 15.12.2023 in e-Form MGT-14 vide SRN AA6785108 on 12.02.2024 with a delay of 28 days (i.e. 15.01.2024 to 11.02.2024).
That the Company passed a Special Resolution at the Extra-ordinary General Meeting held on 04.12 2023, for the issuance of 311 equity shares on a private placement basis. It is observed that pursuant to section 117 of CA, 2013, the company was required to file MGT-14 within 30 days of passing the Special Resolution. However, the company filed the SR dated 04.12.2023 in e-form MGT-14 vide SRN: AA6552693 on 06.01.2024 with a delay of 03 days (i.e. 03.01.2024 to 05.01.2024). Hence, there is non-compliance of section 117 of CA, 2013. The penalty to be imposed on company and all other noticees u/s 117(2) of CA, 2013 will be of Rs. 23,000/- [12800 (10000+28*100) +10200 (10000+ 2*100)]
Therefore, in view of the above, the company and its officers need to show cause as to why they should not be penalized u/s 117(2) of CA, 2013 for the said non-compliance.
2. The company and its officers have not sought an opportunity of e-hearing in their reply to the e-SCN.
Order:
1. Whereas the company has filed suo-moto application for the adjudication of default of provisions of section 42 and 62 of the CA, 2013. From these applications, it was observed that there is non-compliance of section 117(1) of the Companies Act, 2013 for which e-SCN u/s 117(2) of the Act was issued to the company and its officers on 12.09.2025 as the company has delayed in filing e-form MGT-14 for the Special resolution(s) passed for allotment of 311 equity shares and allotment of 200 Compulsorily Convertible Debentures (CCDs) on 04.12.2023 and 15.12.2023, respectively.
ii.Whereas in the reply dated 20.09.2025, the company and its officers accepted the non-compliance and have stated that the default occurred was unintentional, inadvertent and without any mala fide motive. Further, it was informed that no penalty should be levied on Ms. Manali Shailesh Sanghvi, director of the company as she was appointed on the Board of the Company w.e.f. 21.03.2024 and therefore, is not liable for the defaults committed by the Company prior to the date of her appointment. Moreover, the company has also pointed out that it is a Startup Company and gets covered under the purview of small company at time of non-compliance. The submissions made by the company are taken into consideration while levying the penalties.
Therefore, in view of the above, it is observed that pursuant to the Special Resolution passed at the Extra-ordinary General Meeting:
a. held on 15.12.2023, for the issuance of 200 Compulsorily Convertible Debentures on a private placement basis, the company filed e-form MGT-14 vide SRN AA6785108 on 12.02.2024 with a delay of 28 days (i.e. 15.01.2024 to 11.02.2024).
b. held on 04.12.2023, for the issuance of 311 Equity Shares on a private placement basis, the company filed e-form MGT-14 vide SRN: AA6552693 on 06.01.2024 with a delay of 03 days (i.e. 03.01.2024 to 05.01.2024).
Hence, the penalty is levied on the company and the officer-in-default as per section 117(2) r/w 446B of the Act in consideration of the fact that Company gets covered under the purview of small company, subject to the condition that the same is disclosed in the forthcoming Board Report to maintain the necessary disclosures under Corporate Governance. Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013 shall 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 | HEXAFUN PRIVATE LIMITED having CIN as U47912DL2023P TC413622 | 11500 | 0 | 200000 | |
| 2 | AAKANSHA SINGHAL having DIN as 10147662 | 11500 | 0 | 50000 | |
| 3 | HARSHIT SINGHAL having DIN as 10147661 | 11500 | 0 | 50000 | |
| 4 | MANALI SHAILESH SANGHVI having DIN as 10560362 | 0 | 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 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
