The Ministry of Corporate Affairs through ROC Hyderabad passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 450 (general penalty provision). The company failed to attach the certified copy of a special resolution relating to alteration of Articles of Association while filing Form MGT-14, despite the resolution being passed and the form subsequently taken on record. The company voluntarily filed an adjudication application, admitting that the omission was inadvertent and due to bona fide oversight. After issuing a show cause notice and conducting an e-hearing, the adjudicating authority held that non-attachment of the required document constituted a contravention. Accordingly, penalties of ₹10,000 each were imposed on the company and the officer in default. The order directs rectification and payment within 90 days and provides an option to appeal within 60 days, reinforcing strict compliance even for procedural lapses.
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/02043 | Dated: 22/04/2026
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. 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:
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 – The Company M/s Digilogic Systems Limited has submitted an Adjudication application dated 30.12.2025 with ROC on 06.01.2026 under Section 454 for adjudicating the offence under Section 450 of the Companies Act, 2013. As per Provisions of Section 450 of the Companies Act, 2013, ?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 [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]?. 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. It has been observed that, certified copy of the resolution pertaining to the alteration of the Articles of Association, was not attached to the MGT-14 Form
2. MADHUSUDHAN VARMA JETTY has opted for e-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 450 of the Companies Act, 2013. As per Provisions of Section 450 of the Companies Act, 2013, 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 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. 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. It has been observed that, certified copy of the resolution pertaining to the alteration of the Articles of Association, was not attached to the MGT-14 Form. 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 450 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 | 10000 | 0 | 200000 | |
| 2 | MADHUSUDHAN VARMA JETTY having DIN as 02247769 | 10000 | 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
