The Registrar of Companies (ROC), Chennai, imposed penalties under Section 454 read with Section 117(2) of the Companies Act, 2013 for failure to file board resolutions within the prescribed 30-day period. The company delayed filing Form MGT-14 for resolutions relating to private placement of shares and approval of financial statements by over 160 days, violating Sections 117(1) and 179(3). The company argued that the delay was inadvertent and sought leniency; however, the ROC held that statutory timelines are mandatory and non-compliance attracts penalties regardless of intent. Accordingly, penalties of ₹52,700 each were imposed on the company and its defaulting officers. The order reinforces that timely filing of resolutions is a critical compliance requirement and that procedural lapses, even if unintentional, cannot escape penal consequences under the Companies Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India, 600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/03-2026/CN/01821 | Dated: 26/03/2026
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, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to GARUDA AEROSPACE LIMITED [herein after known as Company] bearing CIN U74900TN2015PLC102474, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at THIRD FLOOR, AGNI BUSINESS CENTRE, NO.24/46, K B DASAN ROAD, ALWARPET NA CHENNAI CHENNAI TAMIL NADU INDIA 600018
Individual details:
In the matter relating to . AGNISHWAR __________
In the matter relating to RITHIKA MOHAN __________
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 – The Company vide SRN: AC2385411 dated 20.02.2026 filed e-Form GNL-1 for e- adjudication under Section 454 of the Companies Act, 2013, for adjudication of Penalties for Non- Compliances or Default under section 117(3) of the Companies Act,2013 also filed Physical Application on 03.03.2026. The applicant company is an unlisted public company incorporated with effect from 01.04.2025, having a turnover of more than Rs. 100 crores. Pursuant to Section 179(3)(g) of the Companies Act, 2013, in the meeting of the Board of Directors held on 31.07.2025, had approved the issue and allotment of 525 Equity Shares on a private placement basis.
Further, pursuant to Section 179(3) (g) of the companies Act, 2013, the Board of Directors of the Company in its meeting held on 04.08.2025, approved financial statements along with notes to accounts of the company for the financial year 202425.
As per the provisions of Section 117(3) (g) of the Companies Act, 2013, the company is required to file e-Form MGT-14 with the Registrar of Companies in respect of the resolutions passed within 30 days from the date of passing the respective resolutions, i.e., on or before 30.08.2025 and 03.09.2025 respectively.
However, the company failed to file MGT-14 within the prescribed time. Subsequently, the company filed the delayed e-form MGT-14 vide SRN: AC2293995 and SRN: AC2294055, both dated 14.02.2026 by delaying 165 days and 162 days respectively.
Section 117(1)
A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days] of the passing or making thereof in such manner and with such fees as may be prescribed.
Section 117(3) (g)
Resolutions passed in pursuance of sub-section (3) of section 179 Section 179(3) (g)
The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:-
(g) To approve financial statement and the Board’s report;
On perusal of the records and filings made, it is observed that the Company failed to comply with the provisions of Section179 (3) (g) of the Companies Act, 2013. Hence, the company and its officers in default are liable for penalty under Section 117(2) of the companies Act,2013.
2. The Adjudicating Authority had issued notice for e-Adjudication vide SCN/ADJ/03-2026/CN/03918 for defaults under Section 117(2) of the Companies Act, 2013 on 06.03.2026. The Company vide letter dated 20.03.2026 submitted that the defaults mentioned were committed inadvertently and without malefide intention. The company further prayed to pass requisite order as the Hon’ble Registrar of Companies may deem fit and proper for adjudication of the Default or Non-compliances and penalties thereof, to serve justice as deemed appropriate.
Further, the Adjudicating Authority had issued notice for e-hearing scheduled on 23.03.2026. Mr. D Rangarajan, Company Secretary, attended the e-hearing on behalf of the Company and made submissions that the violation may be adjudicated by taking a lenient view in the matter.
E.Order:
1. As per Section 117(1) read with 179(3) of Companies Act, 2013, the Company has to file MGT-14 for the resolution passed on 31.07.2025 to approve, issue and allot 525 Equity Shares on private Placement Basis within 30 days (i.e., on or before 30.08.2025) and for the resolution passed on 04.08.2025 to consider and Approve Balance Sheet and the profit and loss account for the Financial year ended 31st March 2025 within 30 days (i.e., on or before 03.09.2025), however, the Company filed the e-form MGT-14 for the above resolutions vide SRN: AC2293995 dated 14.02.2026 and SRN: AC2294055 dated 14.02.2026 with a delay of 165 and 162 days respectively. Since, the Company failed to file MGT-14 within 30 days of passing such resolution, the Company and the officers in default has violated Section 117(1) read with 179(3) of Companies Act, 2013. Therefore, the Company and the officers in default are liable for penalty under Section 117(2) of Companies Act, 2013 as detailed below:
The total penalty amount payable are as under
1. GARUDA AEROSPACE LIMITED – Rs.52,700/-
2. AGNISHWAR – Rs.52,700/-
3. RITHIKA MOHAN – Rs.52,700/-
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 | GARUDA AEROSPACE LIMITED having CIN as U74900TN2015P LC102474 | 26500 | 26200 | 200000 | |
| 2 | . AGNISHWAR having DIN as
02288785 |
26500 | 26200 | 50000 | |
| 3 | RITHIKA
MOHAN having DIN as 08116670 |
26500 | 26200 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
