The Registrar of Companies (ROC), Chennai, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 117(1) read with Section 117(3) and Section 179(3). The company failed to file Form MGT-14 within the prescribed 30-day period for board resolutions approving issue and allotment of equity shares and compulsorily convertible debentures on a private placement basis. The form was eventually filed with a substantial delay of 258 days, constituting non-compliance. The ROC held that such delay attracts penalty under Section 117(2), which mandates strict adherence to filing timelines. Despite the company’s plea of inadvertent error and request for leniency, the authority imposed penalties of ₹35,800 each on the company and its defaulting officers. The order reinforces that statutory filing requirements are mandatory and delays, even if unintentional, invite penal consequences under company law.
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/01824 | 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, 2014 for 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: AC2382050 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 company inadvertently failed to file e-Form MGT-14 within 30 days from the date of passing resolution vide dated 02-05-2025 by approved to Issue and Allot 300 Equity Shares and 340.0.001% Compulsorily Convertible Debentures (CCD) on private placement basis.
Further, company inadvertently failed to file e-Form MGT-14 within 30 days from the date of passing resolution vide dated 27-05-2025 by approved to Issue and Allot 850.001% Compulsorily Convertible Debentures (CCD) on private placement basis.
Subsequently, the company filed the e-Form MGT-14 on 14.02.2026, vide SRN AC2300117 for resolution dated 02.05.2025. As per act the company is required to file the form within 30 days, i.e., on or before 01.06.2025. However, the company filed the form on 14.02.2026, resulting in violation by delaying 258 days.
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 Section 117(1) read with Section 117 (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/03924 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 malafide 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 02.05.2025 to approve, issue and allot 300 Equity Shares and 340 (0.001%) Compulsorily Convertible Debentures (CCD) on Private Placement Basis within 30 days (i.e., on or before 31.05.2025) however, the Company filed the e-form MGT-14 for the above resolutions vide SRN: AC2300117 dated 14.02.2026 with a delay of 258 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 | GARUDA AEROSPACE LIMITED having CIN as U74900TN2015P LC102474 | 35800 | 0 | 200000 | |
| 2 | . AGNISHWAR having DIN as
02288785 |
35800 | 0 | 50000 | |
| 3 | RITHIKA
MOHAN having DIN as 08116670 |
35800 | 0 | 0 |
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
