The Registrar of Companies, Delhi II, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 117(2) relating to delayed filing of resolutions under Section 117(1). The company had filed an application for adjudication of penalties arising from delays in filing Form MGT-14 for five special resolutions approving offers of equity shares passed during FY 2020-21, 2021-22 and 2023-24. The resolutions, required to be filed within 30 days, were filed with delays ranging from 507 to 2007 days. In response to the show cause notice, the company accepted the non-compliance, attributed the default to lack of professional guidance and absence of a qualified Company Secretary, and requested exclusion of certain independent directors as officers in default, which was considered while imposing penalty. The request for a lenient view was not accepted. The Adjudicating Officer held that the maximum penalty under Section 117(2) was applicable as the calculated penalty exceeded the statutory limit, and since the company committed five separate defaults, penalty was levied separately for each default. The company and notified officers were directed to rectify the default and pay the applicable penalty within 90 days of receipt of the order.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/07-2026/DC/02475 Dated: 01/07/2026
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 ABSOLUTE PROJECTS (INDIA) LIMITED [herein after known as Company] bearing CIN U74999DL1995PLC065160, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4222/1LAXMI KUNJ IST FLOOR ANSARI ROAD D GANJ NA NEW DELHI DELHI
INDIA 110002
Individual details:
In the matter relating to RANJEET SINGH OLA ——-
In the matter relating to DEEPENDRA SINGH OLA ——
In the matter relating to MADAN SINGH KALA ——
In the matter relating to MONIKA BHUKAR ——
In the matter relating to BIRBAL SINGH MAHALA ——
In the matter relating to BRAJENDRA KUMAR ——
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 – This office is in receipt of application vide GNL-1 form (SRN: AC2292936) dated 13.02.2026 from the company for adjudication of penalties for default u/s 117(3) of the Companies Act, 2013.
In the financial year 2020-21, 2021-22 and 2023-24 the company has passed various resolution for the ‘Approval for offer of Equity shares’ the details of events are provided as follows:
1. Resolution passed for approval for offer of 55900 Equity Shares on 02/07/2020 was required to be filled by 13/08/2020but was filled on 10/02/2026 with delay of 2007 Days
2. Resolution passed for approval for offer of 32000 Equity Shares on 01/08/2020 was required to be filled by 30/08/2020 but was filled on 09/09/2025 with delay of 1836 Days
3. Resolution passed for approval for offer of 63500 Equity Shares on 02/12/2020 was required to be filled by 31/12/2020 but was filled on 09/09/2025 with delay of 1713 Days
4. Resolution passed for approval for offer of 50000 Equity Shares on 02/07/2021 was required to be filled by 01/08/2021 but was filled on 09/09/2025 with delay of 1500 Days
5. Resolution passed for approval for offer of 50000 Equity Shares on 07/02/2024 was required to be filled by 08/03/2024 but was filled on 28/07/2025 with delay of 507 Days
That pursuant to the provisions of Section 117(3) of the Companies Act, 2013 the Company was required to file with the Registrar a copy of every resolution or any agreement , in respect of matters specified in sub-section (3) together with explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, with the Registrar within 30 days of the passing or making thereof in such manner as may be prescribed in the rule.
However, the Company failed to file Form MGT-14 within the prescribed period of 30 days from the date of passing of the aforesaid resolutions, resulting in delay in compliance with the provisions of Section 117 of the Companies Act, 2013. Thus, in view of the above, the Adjudicating Officer has reasonable cause to believe that the subject company has contravened the provisions of Section 117(1) of the Act. The Company and its officers in default (hereinafter referred to as the “Noticee”) are hereby called upon to show cause as to why penal action under Section 117 (2) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section 117(1) of the Companies Act, 2013 of the said acts, may submit objections/ reply, if any.
The Company and the Noticees are also required to submit the certified true copies of the relevant Board meeting in which the aforesaid resolutions were passed.
Note: As company has defaulted 5 times in compliance of section 117(1) r/w 117(3) of Act, penalty shall be imposed accordingly on the company and its officers.
2. Hearing not sought by any of the noticees.
E. Order:
1. Whereas, in view of the facts of the case, an e-SCN under Section 117(1) of the Companies Act, 2013 was issued to the Company and its officers on 02.06.2026 and the response was received vide letter dated 16.06.2026 through e-mail wherein the noticees accepted the non-compliance and stated that the default occurred due to lack of professional guidance and absence of a qualified Company Secretary. It was further submitted that in terms of section 2(60) of Companies Act, 2013, the directors, namely, Sh. Madan Singh Kala, Sh. Birbal Singh Mahala and Sh. Madhav Singh, being appointed in capacity of independent directors should not be considered as officers-in-default. The submission made by company is taken into consideration while imposition of penalty. The company also requested that a lenient view may be taken in imposition of penalty, given the bona fide conduct of company and its directors. This request has not been acceded to.
Whereas, the Company, at their Extra-Ordinary General Meeting(s) held on 02.07.2020, 01.08.2020, 02.12.2020, 02.07.2021 and 07.02.2024, passed certain Special Resolutions which were required to be filed in e-Form MGT-14 within 30 days from the date of passing, i.e., on or before 13.08.2020, 30.08.2020, 31.12.2020, 01.08.2021 and 08.03.2024, respectively. However, the respective resolutions were filed in e-Form MGT-14 on 10.02.2026, 09.09.2025, 09.09.2025, 09.09.2025 and 28.07.2025, respectively, with a delay of 2007 days, 1836 days, 1713 days, 1500 days and 507 days, respectively.
The amount of penalty to be imposed exceeds maximum limit prescribed under penal provision section 117(2) and hence, the maximum penalty is levied on the company and the officers-in default as per section 117(2) of the Act. Further, the company has defaulted 05 times in filing of MGT-14 within prescribed time limit, hence, penalty is levied separately for each time. The company and officers-in-default are required to pay sum of penalty and additional penalty given in the table.
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 any other 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 default less order issue date) | Maximum limit for Penalty (F) |
| 1 | ABSOLUTE PROJECTS (INDIA) LIMITED having CIN as U74999DL1995P LC065160 | 200000 | 800000 | 200000 | |
| 2 | RANJEET SINGH OLA having DIN as 00190018 | 50000 | 200000 | 50000 | |
| 3 | DEEPENDRA SINGH OLA having DIN as 00190303 |
50000 | 200000 | 50000 | |
| 4 | MADAN SINGH KALA having DIN as 02558372 | 0 | 0 | 50000 | |
| 5 | MONIKA
BHUKAR having DIN as 08205032 |
50000 | 200000 | 50000 | |
| 6 | BIRBAL SINGH MAHALA having DIN as 10125030 | 0 | 0 | 50000 | |
| 7 | BRAJENDRA KUMAR having DIN as 11249893 | 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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
