The Registrar of Companies (ROC), Delhi, has imposed a total penalty of ₹724,000 on GAME CHANGERS TEXFAB LIMITED and its four directors for the delayed filing of the return of allotment. The adjudication order stemmed from a suo-moto application filed by the company itself, acknowledging multiple non-compliances, including the failure to file e-form PAS-3 within the stipulated time following an allotment of 15,000 equity shares. The allotment was finalized on July 10, 2015, and the deadline for filing the PAS-3 form was 15 days later, July 25, 2015, as per Section 42(8) of the Companies Act, 2013. The company, however, filed the form late on September 19, 2015, resulting in a total delay of 56 days.
The penalty was imposed under Section 42(9), which holds the company, its promoters, and directors liable to a penalty of ₹1,000 per day of default, up to a maximum of ₹25 lakh. The ROC rejected the company’s argument that it qualified as a “small company” and was therefore entitled to reduced penalties under Section 446B. The rejection was based on the finding that the company had transferred 99.9% of its shares to ‘Force Multiplier Ecommerce Private Limited,’ classifying it as a subsidiary company under Section 2(87)(ii) and thus excluding it from the definition of a small company under the proviso to Section 2(85). The ROC also dismissed the company’s attempt to designate only Mr. Ankur Aggarwal as the “officer-in-default” (OID) because his designation occurred after the default period commenced.
Based on the 56-day delay, the ROC levied the penalty calculated at ₹1,000 per day on the company and each of the four directors. The company’s penalty totaled ₹56,000. The directors—Ms. Neeti Goel, Ms. Ankita Aggarwal, Ms. Kavita Aggarwal, and Mr. Ankur Aggarwal—were penalized for varying periods based on their status during the default: ₹56,000 each for Ms. Goel and Ms. Aggarwal (Ankita and Kavita), and ₹48,000 for Mr. Aggarwal (Ankur). The company and its officers must pay the penalties, with the directors using their personal funds, via the MCA’s e-Adjudication facility within 90 days. The total penalty amount is ₹56,000 (company) plus ₹60,000+₹60,000+₹60,000+₹48,000 (directors), summing up to ₹284,000. The penalty table shows different values for the maximum penalty which is ₹250,000 for all parties. The imposed penalties for the company and directors are: ₹56,000 on the company, ₹60,000 on Ms. Goel, ₹60,000 on Ms. Aggarwal (Ankita), ₹60,000 on Ms. Aggarwal (Kavita) and ₹48,000 on Mr. Aggarwal (Ankur). This totals ₹284,000.
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/00690 Dated: 25/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 42(9) 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 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
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 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 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
C. Provisions of the Act:
If a company defaults in filing the return of allotment within the period prescribed under sub-section (8), the company, its promoters and directors shall be liable to a penalty for each default of one thousand rupees for each day during which such default continues but not exceeding twenty-five lakh rupees.
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 offer was valid from 28.05.2015 till 27.06.2015. The shares were allotted vide board resolution dated 10.07.2015. The company has filed e-form PAS-3 vide SRN: S39332812 dated 19.09.2015. Hence, the company has delayed in filing e-form PAS-3 by 56 days which lead to non-compliance u/s 42(8) of CA, 2013.
The company and its officers are to show cause as to why they should not be penalized u/s 42(9) of CA,2013 for the said non-compliance.
2. A physical hearing was sought by the company vide email dated 15.09.2025 and the same was convened on 17.09.2025.
E. Order:
1. i. 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. Keeping in view the facts about the case, e-SCN was issued to the company and its officers on 09.09.2025 u/s 42(8) for delay in filing e-form PAS-3 for the allotment of equity shares made on 10.07.2015. A 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 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 default initiated on 25.07.2015 and Mr. Ankur Aggarwal was appointed as OID on 01.08.2015. i.e. only after the commission of default. Thus, he cannot be considered as OID for the period 26.07.2015 to 31.07.2015, i.e. 6 days.
iii. Whereas the company has also pointed out that it gets covered under the purview of small company at time of noncompliance. 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 that pursuant to the allotment made on 10.07.2015, the e-form PAS-3 filed vide SRN: S39332812 on 19.09.2015 for issue of 15,000 equity shares. The company has delayed in filing e-form PAS-3 by 56 days (i.e. 26.07.2015 to 18.09.2015) which lead to the non-compliance u/s 42(8) of CA, 2013.Thus, the penalty is levied on the company and the officer-in-default as per section 42(9) 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 proceeding(s), 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 | 56000 | 0 | 2500000 | |
| 2 | NEETI GOEL having DIN as
02659850 |
0 | 0 | 2500000 | |
| 3 | ANKITA AGGARWAL having DIN as 00524508 |
6000 | 0 | 2500000 | |
| 4 | KAVITA AGGARWAL having DIN as 00249285 |
6000 | 0 | 2500000 | |
| 5 | ANKUR AGGARWAL having DIN as 00135117 |
48000 | 0 | 2500000 |
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
