The Registrar of Companies, Delhi, passed an adjudication order under Section 454 of the Companies Act, 2013, holding that failure to file Form MGT-14 within the prescribed 30 days for a board resolution approving issue/allotment of shares constitutes a clear violation of Section 117(3)(c) read with Section 179(3)(c). In this case, the statutory filing was made after a prolonged delay of 1,670 days. Although the company explained that the lapse was inadvertent and without mala fide intent, the Adjudicating Officer ruled that intent is irrelevant once non-compliance is established. Consequently, the maximum statutory penalty of ₹2 lakh was imposed on the company, while penalties of up to ₹50,000 each were levied on the officers in default. The order directed rectification and payment of penalties within 90 days, clarified that penalties on officers must be paid from personal funds, and preserved the right to appeal before the Regional Director. The ruling reinforces strict adherence to ROC filing timelines and governance disclosures.
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/12-2025/DL/0128 Dated: 24/12/2025
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 BG INDIA ENERGY SOLUTIONS PRIVATE LIMITED……………
Individual details:
In the matter relating to TRACY ELIZABETH CHAMBERS…………
In the matter relating to NIPUN VINOD PRADHAN…………
In the matter relating to VENEET BALKRISHEN MAHAJAN…………..
In the matter relating to GOUTAM GHOSH……….
In the matter relating to ALLEN JOSEPH ANDRADE………….
In the matter relating to AKHIL MEHROTRA…………..
In the matter relating to MANVENDRA JAIN…………….
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 – This office is in receipt of application vide GNL-1 form (SRN: AB9555702) dated 04.12.2025 from the company for adjudication of penalties for default. The records indicate that the company has defaulted in filing Form MGT-14 for reporting the Board Resolution passed for approval of issue/allotment of shares, as required under Section 117(3)(c) read with Section 179(3)(c) of the Companies Act, 2013.
2. As per the provisions of Section 179(3)(c), the Board of Directors shall approve the issue of securities by passing a resolution at a duly convened Board Meeting. Further, Section 117(3)(c) mandates that such Board Resolution is required to be filed in Form MGT-14 with the Registrar within 30 days of passing the resolution.
3. It is observed from the available records that the Company had approved the issue/allotment of shares relating to share application money received earlier. However, the Company has failed to file Form MGT-14 within the prescribed statutory timeline. The due date of filing form MGT-14 was 01.06.2025, whereas the company filed the form on 27.12.2019 resulting in delay of 1670 Days. Hence, the Company appears to have violated the provisions of Section 117(3)(c) of the Act, attracting penal provisions under Section 117(2) of the Companies Act, 2013.
4. Thus, in view of the above facts, the adjudicating officer has reasonable cause to believe that the Company has not complied with the provisions of Section 117(3)(c) of the Companies Act, 2013.
Accordingly, the Company and its officers in default are hereby called upon to show cause within 15 days from the date of receipt of this notice as to why adjudication proceedings under Section 117(2) of the Act should not be initiated for the alleged violation.
The Company and Noticees have not sought any e-hearing.
E. Order:
i. Whereas, in view of the facts of the case, an e-SCN vide no. SCN/ADJ/12-2025/DL/03022 dated 08.12.2025 was issued to the Company and its officers-in-default for the aforesaid violation. The Company submitted its reply dated 22.12.2025, wherein company stated that the lapse in filing was neither deliberate nor actuated by any mala-fide intent.
ii. Whereas, as per the provisions of Section 179(3)(c) of the Act, the Board of Directors shall approve the issue of securities by passing a resolution at a duly convened Board Meeting, and Section 117(3)(c) mandates that such Board Resolution shall be filed with the Registrar in Form MGT-14 within 30 days of passing the resolution.
iii. Whereas, it is observed from the records that the Company had approved the issue/allotment of shares relating to share application money received earlier. However, the Company failed to file Form MGT-14 within the prescribed statutory period. The due date for filing the said form was 27.12.2019 whereas the Company filed Form MGT-14 on 01.06.2025 resulting in a delay of 1670 days.
In view of the facts mentioned above, it is noted that there is non-compliance under section 117(1) and the company and its officers- in- default are liable for penalty u/s 117(2) 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 present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above are only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013 shall 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 | BG INDIA ENERGY SOLUTIONS PRIVATE LIMITED having CIN as U40101DL2004P TC174307 | 200000 | 0 | 200000 | |
| 2 | TRACY ELIZABETH CHAMBERS having DIN as 07201688 |
0 | 0 | 50000 | |
| 3 | NIPUN VINOD PRADHAN having DIN as 08218468 | 0 | 0 | 50000 | |
| 4 | VENEET BALKRISHEN MAHAJAN having DIN as 08027375 | 0 | 0 | 50000 | |
| 5 | GOUTAM
GHOSH having DIN as 07529446 |
0 | 0 | 50000 | |
| 6 | ALLEN JOSEPH ANDRADE having DIN as 07529443 | 0 | 0 | 50000 | |
| 7 | AKHIL MEHROTRA having DIN as 07197901 |
0 | 0 | 50000 | |
| 8 | MANVENDRA JAIN having DIN as 06592454 | 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 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
