The Registrar of Companies, Chennai, under the Ministry of Corporate Affairs, passed an adjudication order imposing penalties under Section 454 of the Companies Act, 2013 for violation of Section 117(1) read with Section 117(2). The company failed to file e-Form MGT-14 within 30 days for a board resolution approving a rights issue, resulting in a delay of 110 days. Despite filing the form later with additional fees, the delay constituted a statutory default. The adjudicating authority held that such non-compliance attracts penalties on both the company and its officers in default. Accordingly, a penalty of ₹21,000 each was imposed on the company and its directors. The authority rejected leniency despite submissions during the hearing and directed payment within 90 days. The order reiterates strict compliance with statutory filing timelines and emphasizes that delayed filings, even if rectified, do not absolve liability under the Companies Act, 2013.
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/01901 Dated: 01/04/2026
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. 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 INTERISE INVESTMENT MANAGERS PRIVATE LIMITED [herein after known as Company] bearing CIN U45203TN1999PTC042518, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 5TH FLOOR, SKCL – TECH SQUARE, LAZER ST, SOUTH PHASE, SIDCO INDUSTRIAL ESTATE, GU INDY, NA CHENNAI CHENNAI TAMIL NADU INDIA 600032
Individual details:
In the matter relating to GAURAV KHANNA ——–
In the matter relating to REKHA BALASUBRAMANIAN NALLEPPILY ——-
In the matter relating to PAWAN DEVRAJ KANT ——-
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 M/s. INTERISE INVESTMENT MANAGERS PRIVATE LIMITED and its officers Mr. Pawan Devraj kant, Mr.Gaurav Khanna and Mrs. Rekha Balasubramanian Nalleppily have filed e-Form GNL-1 vide SRN AC0038799 on 18.12.2025 and have also submitted physical Suo-moto Adjudication application under section 454 of the Companies Act, 2013 for the adjudication of offence under section 117 of the Companies Act, 2013. The Applicant submitted that the Board of Directors, at their meeting held on October 24, 2023, passed a resolution for the issue of shares on a rights basis, thereby exercising its power under section 179(3)(c ) of the Companies Act, 2013 and in terms of Section 117 of the Act, the Company was required to file e-form MGT-14 within 30 days of passing the resolution, however, the Company filed the said e-form MGT-14 vide SRN AA7035381 on 13.03.2024, which was beyond the prescribed time along with an additional fee of Rs.6,000/-.
Section 117 reads as follows-
“117. Resolutions and Agreements to be Filed
(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.
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.”
Pursuant to the said application, it is noticed that the Company was required to file e-Form MGT-14 within 30 days of passing the resolution i.e., 24.10.2023. However, the Company filed the e-Form MGT-14 vide SRN AA7035381 on 13.03.2024, with a delay of 110 days beyond the prescribed time mandated under Section 117(1) read with 179(3)(c ) of the Companies Act, 2013. Therefore, the Company has contravened provision of Section 117 of the Act and thereby, the Company and its Officers in default are liable for penalty under Section 117(2) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication on 13.02.2026 vide SCN/ADJ/01-2026/CN/03583 for default under Section 117(2) of the Companies Act, 2013, further, the company has not submitted any reply to the said notice.
Further the Adjudicating Authority has issued notice for e-hearing scheduled on 25.03.2026. The Company Secretary, Mr. Haribabu Pothapu, the authorized representative attended the e-hearing on behalf of the Company and Mr. Amit Dhirendrashah, Company Secretary and made submissions that the violation may be adjudicated by taking a lenient view on 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 24.10.2023 for the issue of shares on a rights basis within 30 days (i.e., on or before 23.11.2023). However, the Company filed the e-form MGT-14 for the above resolutions vide SRN: AA7035381 dated 13.03.2024 with a delay of 110 days. 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.
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 | INTERISE INVESTMENT MANAGERS PRIVATE LIMITED having CIN as U45203TN1999P TC042518 | 21000 | 0 | 200000 | |
| 2 | GAURAV
KHANNA having DIN as 03085284 |
21000 | 0 | 50000 | |
| 3 | REKHA BALASUBRAMA NIAN NALLEPPILY having PAN as ADPPN3891E | 21000 | 0 | 50000 | |
| 4 | PAWAN DEVRAJ KANT having DIN as 02277193 | 21000 | 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.m 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
