The Registrar of Companies (ROC), Chennai, issued an adjudication order under Section 454 of the Companies Act, 2013 against Bellani Workforce Private Limited and its directors for violation of Section 117(1) of the Act. The company held its Annual General Meeting for FY 2023–24 on 31 December 2024 but failed to file the required resolution in Form MGT-14 with the Registrar within the prescribed 30-day period. The form was eventually filed on 4 June 2025, resulting in a delay of 125 days. The company submitted a suo-moto application admitting the default and attributed the delay to inadvertent oversight, seeking relief as a Small Company under Section 446B. After issuing notices and conducting an e-hearing, the Adjudicating Authority confirmed the violation but considered the company’s small company status and imposed reduced penalties. A penalty of ₹11,250 each was levied on the company and its two directors. The penalties must be paid within 90 days, with a right to appeal before the Regional Director.
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/01721 Dated: 11/03/2026
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. 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 BELLANI WORKFORCE PRIVATE LIMITED [herein after known as Company] bearing CIN U78300TN2023PTC160743, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OLD NO 111 NEW NO 173 ANNA SALAI ANNA ROAD CHENNAI CHENNAI TAMIL NADU INDIA 600002
Individual details:
In the matter relating to ANU LALCHAND BELLANI ——–
In the matter relating to KRISHNA BELLANI ——-
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. BELLANI WORKFORCE PRIVATE LIMITED and its directors Krishna Bellani and Anu Lalchand Bellani have file Suo-moto application GNL-1 vide SRN: AB6307225 dated 27.08.2025 and also submitted a physical application under section 454 and 446B of the Companies Act, 2013 for violation of Section 117 of the Companies Act, 2013.
The Applicant submitted that the Company has held its Annual General Meeting for Financial year 2023-24 on 31.12.2024. Further, the Company could not file its resolution or agreements (Form MGT-14) with the Registrar of Companies within the prescribed time as mandated under Section 117(1) of the Companies Act, 2013. However, the Applicant Company had filed its resolution or agreements for the on 04.06.2025 vide SRN: AB4209564 with a delay of 125 days. The Applicant further submitted that the Applicant Company is a Small Company, as it fulfils the conditions prescribed under Section 2(85) of the Companies Act, 2013 and hence the Hon?ble Registrar of Companies, Chennai be considerate in levying Penalty/Waiving the same completely.
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.
As the Company failed to file the Resolution or agreements within thirty of passing or making thereof, it has thereby contravened the provision of section 117(1) of the Companies Act, 2013. Therefore, the Company and its officers in default are liable for penal action under Section 117(2) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03545 on 02.02.2026. The Company vide letter dated 02.02.2026 submitted that the default was due to inadvertent oversight and procedural lapse. The Company further requested to grant relief under Section 446B of Companies Act, 2013, by imposing the minimum penalty or waiving the penalty, as deemed fit.
Further the Adjudicating Authority has issued notice for e-hearing on 18.02.2026 for e-hearing scheduled on 19.02.2026. The Company Secretary, Mr. Ssohan R Baggmar, the authorized representative attended the e-hearing on behalf of the Company and its Directors and made submissions that the violation may be adjudicated by granting relief under Section 446B of Companies Act, 2013.
E. Order:
1. On perusal of the Adjudication Application and relevant forms, it is noticed that the company had filed its MGT-14 on 04.06.2025 vide SRN: AB4209564 with a delay of 125 days. In view of the above, it is evident that the Company had contravened the provision of section 117(1) of the Companies Act, 2013 and therefore the subject company and its officers in default are liable for penalty under 117(2) of the Companies Act, 2013.
Considering the fact that the Company is recognized as a Small Company, I am inclined to impose lesser penalty on the Company and its Officers in default, in accordance with the provisions of Section 446B of the 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 | BELLANI WORKFORCE PRIVATE LIMITED having CIN as U78300TN2023P TC160743 | 11250 | 0 | 200000 | |
| 2 | ANU LALCHAND BELLANI having DIN as 01288490 |
11250 | 0 | 50000 | |
| 3 | KRISHNA BELLANI having DIN as 08124543 | 11250 | 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 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
