The Registrar of Companies (ROC), Delhi, issued an Adjudication Order on September 25, 2025, imposing penalties on Game Changers Texfab Limited (CIN U14101DL2015PLC278723) and its directors for multiple contraventions of Section 42 of the Companies Act, 2013, concerning a Private Placement of 15,000 equity shares in 2015. The violations, which the company admitted through a suo-moto application, related to procedural lapses during the issuance of securities. Key defaults included the company’s failure to provide necessary disclosures in the explanatory statement for the Extraordinary General Meeting (Rule 14(1) r/w Section 42(3)). A significant contravention was the violation of Rule 14(8) by issuing the private placement offer letter (PAS-4) before filing the required Special Resolution with the ROC in e-form MGT-14 (filed on August 14, 2015, after the offer was issued on May 27, 2015). Furthermore, the company was found non-compliant with the proviso to Section 42(6) as the subscription money was not received into a separate, designated bank account for the private placement.
During the adjudication, the company sought a reduced penalty, citing its status as a ‘small company.’ This argument was rejected by the ROC upon finding that the company is a subsidiary of ‘Force Multiplier Ecommerce Private Limited’ and thus excluded from the benefit of reduced penalties under Section 446B. The company’s attempt to assign liability only to a newly designated Officer-in-Default, Ankur Aggarwal, was also partially set aside, as his designation was effective after the commencement of the default. Consequently, the penalty was imposed under Section 42(10), which can extend up to the amount raised or ₹2 crore, whichever is lower. The ROC levied a penalty of ₹15,00,000 on the company and ₹15,00,000 each on directors Kavita Aggarwal and Ankita Aggarwal, resulting in a total fine of ₹45,00,000. Two other named individuals, Ankur Aggarwal and Neeti Goel, were assigned zero penalty for this specific violation.
The order directs the company and the two penalized directors to pay the amounts using the ‘e-Adjudication’ facility within 90 days. It is strictly mandated that the directors must remit their penalties from their personal sources/income. The company is also required to disclose this penalty in its upcoming Board Report to meet corporate governance requirements. Non-payment within the deadline will invoke penal consequences under Section 454(8) of the Act. Appeals against the order must be filed with the Regional Director, RD Noida, within sixty days of receipt.
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/00691 Dated: 25/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 42(10) 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 GAME CHANGERS TEXFAB LIMITED [herein after known as Company] bearing CIN U14101DL2015PLC278723, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 3656-P NO-21, HATHI KHANNA, BAHADUR GARH ROAD NA DELHI Central Delhi Delhi India 110006
Individual details:
In the matter relating to ANKUR AGGARWAL [herein after known as individual] having DIN 00135117 and having its address at Road No.8, House NO-1 East Punjabi Bagh Delhi Delhi India 110026
In the matter relating to KAVITA AGGARWAL [herein after known as individual] having DIN 00249285 and having its address at H.No. 1, Road No. 8, East Punjabi Bagh West Delhi Delhi Delhi India 110026
In the matter relating to ANKITA AGGARWAL [herein after known as individual] having DIN 00524508 and having its address at D-31 PUSHPANJALI ENCLAVE PITAMPURA, SARASWATI VIHAR NORTH WEST DELHI Delhi India 110034
In the matter relating to NEETI GOEL [herein after known as individual] having DIN 02659850 and having its address at 1802 A / 1802 B, Victoria Building, VFVA Society, Lodha Paradise, Majiwada Thane West, Thane Maharashtra India 400601
C. Provisions of the Act:
Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribers within a period of thirty days of the order imposing the penalty.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the company has filed a suo-moto adjudication application vide GNL-1 (SRN: N00525683 dated 05.10.2024) for several non-compliances of the provisions of the Companies Act, 2013.
Whereas the board of the company resolved to issue 15,000 equity shares to ‘Force Multiplier Pvt. Ltd.’ vide resolution dated 01.05.2015 u/s 42 of CA,2013. The shareholders through special resolution dated 27.05.2015 approved the issuance of shares and PAS-4 was issued on 27.05.2015 and the said offer of securities was valid from 28.05.2015 till 27.06.2015. The company issued notice for the EGM dated 27.05.2015 on 28.04.2015 along with the explanatory statement annexed thereto. However, the company failed provide certain disclosures as required under Rule 14(1) of Companies (Prospectus and allotment of Securities) Rules,2014 r/w section 42(3) of CA, 2013. Additionally, Rule 14(8) requires that the company shall issue private placement offer cum application letter only after the relevant special resolution has been filed in the Registry as e-form MGT-14. However, the company filed e-form MGT-14 vide SRN: C61277901 dated 14.08.2015, i.e. after issue of offer letter. Hence, the company has delayed in filing MGT-14 as well.
Further, the company has received the subscription money but the same was not received in a separate bank which resulted in non-compliance of proviso to section 42(6) of the CA, 2013.
Therefore, in view of above, the company and its officers needs to show cause as to why penal action u/s 42(10) should not be initiated against them for the said non-compliances.
2. A physical hearing was sought by the company vide email dated 15.09.2025 and the same was convened on 17.09.2025. Order:
3. Whereas the company has filed suo-moto application for the adjudication of default of provisions of section 42, 62 and 172 of the CA, 2013. The company issued 15000 equity shares in F.Y. 2015-16 and there was contravened of the provisions of section 42(3) r/w rule 14(1) & rule 14(8) of the Companies (Prospectus and allotment of securities) Rules, 2014 and section 42(6) of CA, 2013 during the issuance of securities. Keeping in view the facts about the case, e-SCN u/s 42(10) was issued to the company and its officers on 09.09.2025 for the default and reply to the notice was received on 18.09.2025. Further, a physical hearing was sought by the company vide email dated 15.09.2025 and the same was convened on 17.09.2025. ii. Whereas in the physical hearing convened on 17.09.2025, the company has pleaded that although the private placement was made during the period 2015-16, the said default came to the notice of the company recently at the time of due diligence. Hence, the penalty amount may be restricted to the quantum of private placement amount in accordance with amended provisions of section 42 effective from 07.08.2018. A precedent of Supreme Court judgement in the matter Rattan Lal vs State of Punjab was also submitted by the company. The submissions made are taken into consideration while passing the order. iii. Whereas in the reply dated 18.09.2025, the company and its officers accepted the non-compliance and have stated that the default occurred was purely unintentional and due to lack of professional guidance. Moreover, it was stated that the company had filed an e-from GNL-3 vide SRN AB6656644 on 10.09.2025 for designating Mr. Ankur Aggarwal (DIN-00135117) as an officer-in-default (hereinafter ‘OID’) vide Board Resolution dated 01.08.2015 and to impose the penalty on only the designated OID. However, the allotment was made on 10.07.2015 and Mr. Ankur Aggarwal was appointed as OID w.e.f. 01.08.2015. i.e. only after default period. Thus, he cannot be considered as OID for the default and every director of the company is liable for the said default. iv.Whereas the company has also pointed out that it gets covered under the purview of small company at time of non-compliance. However, it is observed that the initial subscribers of MOA have transferred 99.9% of total shares of the company to ‘Force Multiplier Ecommerce Private Limited’ on 28.04.2015 and as per the definition of subsidiary company provided under section 2(87)(ii), the subject company is subsidiary of ‘Force Multiplier Ecommerce Private Limited’. Further, as per the proviso to section 2(85) of CA, 2013, the company is not covered under the definition of small company and thus, the benefit of 446B is not applicable on company. Therefore, in view of the above, it is observed that pursuant to the issue of 15,000 equity shares on private placement basis, the company: a.Failed to provide disclosures in the explanatory statement annexed to the notice of EGM dated 28.04.2015 which led to the noncompliance under Rule 14(1) of Companies (Prospectus and allotment of Securities) Rules,2014 r/w section 42(3) of CA, 2013. b. Filed e-form MGT-14 vide SRN: C61277901 dated 14.08.2015 after issuance of private placement offer letter (PAS-4) and the same was issued on 27.05.2015 which led to the non-compliance under Rule 14(8) of Companies (Prospectus and allotment of Securities) Rules,2014. c. Did not receive the subscription money in a separate bank which led to the noncompliance u/s 42(6) of the CA, 2013. Therefore, for the above-mentioned defaults, the penalty is levied on the company and the officer-in-default as per section 42(10) of the Act subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance. Further, during the adjudication proceedings, from the material on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceedings the non-compliance(s) u/s 42 has been taken only, the non-compliances if any, involving the aforesaid section under other provisions of Companies Act, 2013 may 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 | GAME CHANGERS TEXFAB LIMITED having CIN as U14101DL2015P LC278723 | 150000 | 0 | 20000000 | |
| 2 | ANKUR AGGARWAL having DIN as 00135117 |
0 | 0 | 20000000 | |
| 3 | KAVITA AGGARWAL having DIN as 00249285 |
150000 | 0 | 20000000 | |
| 4 | ANKITA AGGARWAL having DIN as 00524508 |
150000 | 0 | 20000000 | |
| 5 | NEETI GOEL having DIN as
02659850 |
0 | 0 | 20000000 |
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
