The Registrar of Companies (ROC) Cuttack has issued an adjudication order imposing penalties on ARSS Damoh – Hirapur Tolls Private Limited and its directors for a violation of Section 117 of the Companies Act, 2013. The company failed to file a required Board Resolution (in Form MGT-14) with the Registrar for an unsecured loan of Rs. 45.87 crore obtained from its holding company, ARSS Infrastructure Projects Ltd., during the financial year 2019-20. According to the Act, a resolution related to such a loan must be filed within 30 days of being passed.
The company acknowledged the default, attributing it to a misunderstanding of a 2015 government notification, which they believed exempted private limited companies from this specific filing. They also noted the absence of a designated company secretary at the time of the default. After appointing a new company secretary, the company initiated corrective measures by seeking condonation of the delay from the Ministry of Corporate Affairs (MCA). The MCA approved the condonation application, and the company subsequently filed the necessary resolution (Form MGT-14).
Despite the company’s corrective actions and the condonation of the delay by the MCA, the ROC-Cuttack proceeded with the penalty adjudication. The order imposes penalties totaling up to a maximum of Rs. 2 lakh on the company and up to Rs. 50,000 on each of the three directors. However, the order’s text section indicates that since the company has made good on the offense and the delay was officially condoned, no further action is considered necessary. This appears to contradict the penalty table, which lists the maximum possible penalties, but the body of the text states that the case is disposed of and that no further action is necessary.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,CDA,
Cuttack, Odisha, India, 753014
Phone: 0671-2366952 |
E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/08-2025/CT/00609 Dated: 29/08/2025
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 24/03/2015 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 ARSS DAMOH – HIRAPUR TOLLS PRIVATE LIMITED [herein after known as Company] bearing CIN U45201OR2011PTC013524, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO – 38, SECTOR-A, ZONE-D MANCHESWAR INDUSTRIAL ESTATE NA BHUBANESWAR Khordha Orissa India 751010
Individual details:
In the matter relating to SOUMENDRA KESHARI PATTANAIK [herein after known as individual] having DIN 00009924 and having its address at PLOT NO-1354/9619,SATYA VIHAR RASULGARH PLOT NO-1354/9619,SATYA VIHAR RASULGARH BHUBANESWAR Orissa India 751010
In the matter relating to PRATEEK GUPTA [herein after known as individual] having PAN BMJPG2763E and having its address at 37,KALIKRISHNA TAGORE STREET BARABAZAR 37,KALIKRISHNA TAGORE STREET BARABAZAR KOLKATA West Bengal India 700007
In the matter relating to SUNIL KUMAR AGARWAL [herein after known as individual] having DIN 00218323 and having its address at N-1/93,IRC VILLAGE NAYAPALLI N-1/93,IRC VILLAGE NAYAPALLI BHUBANESWAR Orissa India 751015
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 – As per the financial statements filed by the company for the financial year 2019-20, it is evident (by note no. 11), that the company has availed an Unsecured Loan from ARSS Infrastructure Projects Ltd. amounting to Rs.4,587.61 lakhs. As per the requirement of Section 117(1) read with Section 179(3)(d) of the Companies Act, 2013., the company was required to pass a Board Resolution in this regard and also file the same with the Registrar within 30 days of passing of such Board Resolution. However, the company has failed to comply with the same. Therefore, the company has violated the provisions of Section 117(1) read with Section 179(3)(d) of the Companies Act, 2013.
2. N. A.
E. Order:
1. Facts about the case : As per the financial statements filed by the company for the financial year 2019-20, it is evident (by note no. 11), that the company has availed an Unsecured Loan from ARSS Infrastructure Projects Ltd. amounting to Rs.4,587.61 lakhs. As per the requirement of Section 117(1) read with Section 179(3)(d) of the Companies Act, 2013., the company was required to pass a Board Resolution in this regard and also file the same with the Registrar within 30 days of passing of such Board Resolution. However, the company has failed to comply with the same.
SCN : The Show Cause Notice (SCN) was issued on 05.07.2025.
Reply of the Company : The company in its reply dated 15.07.2025 stated that the company has availed the unsecured loan facilities from its holding company i.e. ARSS Infrastructure Projects Limited to repay the OTS amount of existing loan availed from Central Bank of India. The company has duly taken the board approval under Section 179(3)(d) of the Companies Act, 2013. in its board meeting held on 29.03.2019. However, the management was in perception that the filing of MGT-14 under section 117(3)(g) of the Companies Act, 2013. is exempted as per notification GSR 464(E) dated 5th June 2015 for certain provision shall not be applicable to the Private Limited Company.
Due to this understanding, the management has failed to file the relevant MGT-14 for the Board Resolution. At the time of default, there was no company secretary in the company and after the appointment of designated Company Secretary, we streamline the compliance mechanism to monitor all statutory filings.
However, after his appointment on 01.11.2019, the corrective measure has been taken by making an application to the Central Government in form CG-1 vide SRN F19855691 dated 12.08.2022 for Condonation of delay u/s 460 of the Companies Act, 2013. for not filing of MGT-14 in respect of board resolution required to be filed under Section 179(3)(d).
The application for Condonation of delay has been approved by the Ministry of Corporate Affairs vide its e-mail dated 23.09.2022 and accordingly, Form INC28 has been filed by the company vide SRN-F28902575 dated 12.10.2022. A copy of the CG-1 and INC28 is annexed herewith.
After approval of INC-28, we had filed the Form MGT-14 vide SRN-F28957273 dated 12.10.2022 for the Board Resolution required to be filed under section 179(3)(d).
Order : Based on the submissions made by the company and in terms of the Companies Act, 2013., it is observed that the company has taken necessary corrective measures and filed the requisite MGT14, thereby the offence has been made good by the company. Further, Section 460(b) of the Companies Act, 2013. provides that where any document required to be filed with the Registrar under any provision of this Act is not filed within the time specified therein, the Central Government may, for reasons to be recorded in writing, condone the delay. The company had approached the Central Government u/s 460(b) of the Companies Act, 2013. vide e-form CG-1 for condonation of delay in filing and Ministry has approved the same on 23.09.2022.
The offence has been made good by the company and delay in filing has also been condoned by the Ministry. Hence, no further action seems necessary in the matter, and the case is disposed off.
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 | ARSS DAMOH – HIRAPUR TOLLS PRIVATE LIMITED having CIN as U45201OR2011P TC013524 | 0 | 0 | 200000 | |
| 2 | SOUMENDRA KESHARI PATTANAIK having DIN as 00009924 |
0 | 0 | 50000 | |
| 3 | PRATEEK GUPTA having PAN as BMJPG2763E | 0 | 0 | 50000 | |
| 4 | SUNIL KUMAR AGARWAL having DIN as 00218323 | 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 Kolkata 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.
Sudhir Kapoor,
Registrar of Companies
ROC Cuttack
