The Registrar of Companies, Delhi passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 117(2) relating to delayed filing of a special resolution. The case arose from a suo motu application wherein the company admitted that a special resolution passed on 26 April 2022, approving the grant of a loan to a subsidiary, was not filed in Form MGT-14 within the prescribed 30-day period. The resolution was eventually filed on 23 December 2022, resulting in a delay of 212 days. The company attributed the lapse to inadvertence and confusion arising from earlier MCA exemption notifications applicable to private companies. The adjudicating au-thority held that the statutory requirement under Section 117 was clearly breached despite subsequent compliance. Penalties were imposed on the company and only those officers who were directors at the time of default, while individuals not holding office during the default period were exempted. The re-quest for reduction of penalty was rejected, and disclosure in the Board’s Report was directed.
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/01-2026/DL/01352 Dated: 08/01/2026
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 ap-pointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read withCompanies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to NANJ SOLAR PRIVATE LIMITED [herein after known as Company] bearing CIN U40300HR2018PTC132833, is a company registered with this office under the Provisions of the Com-panies Act, 2013/1956 having its registered office situated at 3RD FLOOR, TOWER 10B DLF CYBER CITY DLF QE DLF QE GURGAON HARYANA INDIA 122002
Individual details:
In the matter relating to LATA DUA ——–
In the matter relating to SANGEETA JAIN ——-
In the matter relating to TOMAS PARLADE GALINDEZ——-
In the matter relating to PRADEEP CHAUHAN ——–
In the matter relating to JAYAKRISHNAN CHONAT ——-
In the matter relating to ADITYA KULSHRESTHA ——-
In the matter relating to PABLO BURGOS GALINDEZ ——-
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 dur-ing which such failure continues, subject to a maximum of two lakh rupees and every officer of the com-pany who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thou-sand 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 – This office is in receipt of application vide GNL-1 form (SRN: F60647088) dated 21.04.2023 from the company for adjudication of penalties for default u/s 117 of the Companies Act, 2013. The applicants are Mr. Tomas Parlade, Mr. Pablo Burgos Galindez and Mr. Pradeep Chauhan. As per the application, the following has been submitted:
2. Whereas in the financial year 2022-23, the company provided a loan to the Ekialde Solar Private Lim-ited (wholly Owned Subsidiary of Solarpack Corporacion Tecnologica, S.A.U) and company passed the Special Resolution on 26.04.2022. Due to inadvertent error and lack of knowledge, the company could not file the said resolution with Form MGT-14 on MCA portal on or before 25.05.2022, i.e. within 30 days of passing Special Resolution.
3. Whereas the company has made good the non-compliance by filing the required Form MGT-14 on 23.12.2022 with the payment of applicable late fee with ROC vide SRN F54381835 and accordingly there has been a delay of 212 days (i.e. from 26.05.2022 to 22.12.2022).
Thus, in view of the above, the adjudication officer has reasonable cause to believe that the subject company has not complied with the provision of section 117 of the Companies Act.
The Company and the Noticee are hereby called upon to show cause as to why penal action under Sec-tion 117(2) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section 117 of the Companies Act, 2013 of the said acts, may submit objections/ reply, if any.
2. The noticees have not sought hearing in the matter.
E. Order:
1. Whereas in view of the facts of the case, an e-SCN u/s 117(2) of the Act was issued to the company and its officers on 20.08.2025 and a reply dated 03.09.2025 was received wherein the company and its officers accepted the non-compliance and have stated that the default occurred due to backdrop of am-biguity created by MCA?s exemption notification dated 05.06.2015 for private companies, where cer-tain Board resolutions were exempted from filing in MGT-14. It is further submitted that some of offic-ers on whom penalty is imposed were not employed in the company and therefore cannot be held liable for default u/s 2(60) and further requested to reduce the penalty on the basis of submission made and the fact that the default already been made good.
Therefore, in view of the above, it is observed that a Special Resolution was passed at the Extra-ordinary General Meeting held on 26.04.2022 but the company could not file the said resolution in Form MGT-14 within prescribed time and there has been a delay 212 days (i.e. from 26.05.2022 to 22.12.2022) in filing the said e-form. It is further observed from the signatory information of the company that Lata Dua, Jayakrishnan Chonat and Aditya Kulshrestha were not director/KMP in the company at the time of default. Hence, no penalty is imposed on them.
Thus, the penalty is levied on the company and the officers-in-default as per section 117(2) of the Act, subject to the condition that the same is disclosed in the forthcoming Board Report to maintain the nec-essary disclosures under Corporate Governance. The request for reduction of penalty has not been ac-ceded to.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie noncompliance(s) as mentioned above have been noticed. In the present adjudication proceed-ing(s), the non-compliance(s)mentioned above is only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provision 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 de-fault less order issue date) | Maximum limit for Penalty (F) |
| 1 | NANJ SOLAR PRIVATE LIMITED having CIN as U40300HR2018P TC132833 | 31100 | 0 | 200000 | |
| 2 | LATA DUA having PAN as CELPD4100D | 0 | 0 | 50000 | |
| 3 | SANGEETA JAIN having PAN as IZXPS1975N | 31100 | 0 | 50000 | |
| 4 | TOMAS PARLADE GALINDEZ having DIN as 07373481 |
31100 | 0 | 50000 | |
| 5 | PRADEEP
CHAUHAN having DIN as 08086620 |
31100 | 0 | 50000 | |
| 6 | JAYAKRISHNAN CHONAT having DIN as 08381951 |
0 | 0 | 50000 | |
| 7 | ADITYA KULSHRESTHA having DIN as 10485041 | 0 | 0 | 50000 | |
| 8 | PABLO BURGOS GALINDEZ having DIN as 07373948 | 31100 | 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 up-load 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 Sec-tion 454(8) of the Companies Act, 2013.
Seema Rath,
Registrar of Companies
ROC Delhi
