The Registrar of Companies, Ahmedabad, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, passed an order dated 08.01.2026 imposing penalties for violation of Section 117(2) due to delayed filing of a special resolution. The company admitted a delay of 445 days in filing Form MGT-14 for a special resolution passed on 18.05.2024 approving a private placement of equity shares, which was required to be filed by 17.06.2024 but was filed on 05.09.2025. Considering the admitted default and a suo-moto adjudication application, penalties were levied on the company and its officers in default. The company was penalized ₹54,500, while each officer was penalized ₹50,000, within the statutory maximum limits. The order directs rectification of default and payment of penalties within 90 days via the MCA e-Adjudication portal, with officers required to pay from personal sources. An appeal lies to the Regional Director within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Ahmedabad
Registrar Of Companies, ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat, India, 380013
Phone: 079-27438531
E-mail: roc.ahmedabad@mca.gov.in
Order ID: PO/ADJ/01-2026/AD/01353 | Dated: 08/01/2026
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 SMR JEWELS LIMITED [herein after known as Company] bearing CIN U74999GJ2018PLC104946, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 3, VRINDAVAN APPARTMENTS, GULBAI TEKRA, NA AHMEDABAD AHMEDABAD GUJARAT INDIA 380006
Individual details:
In the matter relating to DRASHTI PAL MODI ………………………
In the matter relating to VISMAY MANOJKUMAR SONI ………………….
In the matter relating to JAINIL VIRENDRA SONI ……………..
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 applicant company hereby admits that there has occurred a delay in violation of Section 117(1) of the Companies Act, 2013, as the company had passed a Special resolution dated 18.05.2024 for issue of equity share on private placement basis to the proposed allottees and due date of filing of MGT-14 with ROC within 30 days of passing of such resolution i.e. 17.06.2024. The company had filed the Special resolution in MGT-14 with ROC on 05.09.2025 vide SRN AB6554124. Thus, the company had made a delay of 445 days in filing of such Special Resolution. In terms of penal action for the Provisions of Section 117(2) of the Companies Act 2013 for the company and its officers in default
2. Suo-moto adjudication application made by Company and officer in default.
E. Order:
1. AS PER THE PROVISIONS OF COMPANIES ACT.
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 | SMR JEWELS LIMITED having CIN as U74999GJ2018P LC104946 | 54500 | 0 | 200000 | |
| 2 | DRASHTI PAL MODI having PAN as KAZPS8649E | 50000 | 0 | 50000 | |
| 3 | VISMAY MANOJKUMAR SONI having DIN as 08266861 | 50000 | 0 | 50000 | |
| 4 | JAINIL VIRENDRA SONI having DIN as 09629920 | 50000 | 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 Ahmedabad 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.
Keerthi Narayana,
Registrar of Companies
ROC Ahmedabad
