ROC Imposes Maximum Penalty for Delay of Over 4,000 Days in Filing MGT-14; Delayed Filing of Special Resolutions Leads to Maximum Penalty Under Companies Act; Failure to Timely File MGT-14 for Preferential Allotment Attracts ROC Action; ROC Says Absence of Company Secretary Does Not Excuse Delay in Filing Resolutions.
The Registrar of Companies (ROC), Delhi imposed penalties on Absolute Projects (India) Limited and its directors for delayed filing of Form MGT-14 relating to special resolutions passed for preferential allotment and private placement of equity shares. The company admitted that resolutions passed at Extra-Ordinary General Meetings held in 2014, 2016, and 2017 were not filed within the prescribed 30-day period under Section 117(1) of the Companies Act, 2013. The filings were eventually made in 2025 with delays ranging from 3,321 days to 4,135 days. The company attributed the default to lack of professional guidance and absence of a qualified Company Secretary. The ROC observed that the delay constituted repeated non-compliance and held that maximum penalties under Section 117(2) were applicable. Separate penalties were levied for each default, resulting in the company being penalised up to the statutory limit of ₹2 lakh and officers in default up to ₹50,000 each.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/05-2026/DC/02126 Dated: 13/05/2026
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 ABSOLUTE PROJECTS (INDIA) LIMITED [herein after known as Company] bearing CIN U74999DL1995PLC065160, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4222/1LAXMI KUNJ IST FLOOR ANSARI ROAD D GANJ NA NEW DELHI DELHI INDIA 110002
Individual details:
In the matter relating to RANJEET SINGH OLA ——
In the matter relating to DEEPENDRA SINGH OLA ——
In the matter relating to SUNITA OLA ——
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 –
I. This office is in receipt of application vide GNL-1 form (SRN: AB6756915) dated 16/09/2025 from the company for adjudication of penalties for default u/s 117 (1) of the Companies Act, 2013. The applicants are Mr. Rajneet Singh Ola, Mr. Deependra Singh Ola, Ms. Monika Ola, Mr. Madan Singh Kala, Mr. Madhav Singh and Mr. Birbal Singh Mahala. As per the application, the following has been submitted:
i. In the financial year 2013-14, the company at their Extra -Ordinary General Meeting held on 04.03.2014 passed Special Resolution for ?Authorization for issue 24000 (Twenty-Four Thousand) Equity Shares on private placement cum preferential allotment basis?. In pursuant to the provisions of Section 117 of the Companies Act, 2013 the Company was required to file Form MGT-14 with 30 days passing Special Resolution i.e. 02.04.20214, but the Company has filed Form MGT-14 on 28.07.2025. Hence, there is a delay of 4135 Days in filing Form MGT-14 as per provisions of Section 117 of the Companies Act, 2013.
ii. In the financial year 2015-16, the company at their Extra -Ordinary General Meeting held on 22.02.2016 passed Special Resolution for ?Authorization for issue 71500 (Seventy-One Thousand Five Hundred) Equity Shares on private placement cum preferential allotment basis.? In pursuant to the provisions of Section 117 of the Companies Act, 2013 the Company was required to file Form MGT-14 with 30 days passing Special Resolution i.e. 22.03.2016, but the Company has filed Form MGT-14 on 09.09.2025. Hence, there is a delay of 3458 Days in filing Form MGT-14 as per provisions of Section 117 of the Companies Act, 2013.
iii. In the financial year 2016-17, the company at their Extra -Ordinary General Meeting held on 09.07.2016 passed Special Resolution for ?Authorization for issue 21000 (Twenty-One Thousand) Equity Shares on private placement cum preferential allotment basis.? In pursuant to the provisions of Section 117 of the Companies Act, 2013 the Company was required to file Form MGT-14 with 30 days passing Special Resolution i.e. 07.08.2016, but the Company has filed Form MGT-14 on 10.09.2025. Hence, there is a delay of 3321 Days in filing Form MGT-14 as per provisions of Section 117 of the Companies Act, 2013.
iv. In the financial year 2016-17, the company at their Extra -Ordinary General Meeting held on 09.02.2017 passed Special Resolution for ?Authorization for issue 23000 (Twenty-Three Thousand) Equity Shares on private placement cum preferential allotment basis.? In pursuant to the provisions of Section 117 of the Companies Act, 2013 the Company was required to file Form MGT-14 with 30 days passing Special Resolution i.e. 10.03.2018, but the Company has filed Form MGT-14 on 09.09.2025. Hence, there is a delay of 2740 Days in filing Form MGT-14 as per provisions of Section 117 of the Companies Act, 2013.
v. Further it is stated that since the default pertain to three separate financial years, the penalty shall be calculated separately for each financial year, in accordance with the provision of section 117 of the Companies Act, 2013 read with section 117(2) thereof
II. Thus, in view of the above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of Section 117(1) of the Act.
The Company and the Noticee are hereby called upon to show cause as to why penal action under Section 117 (2) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section 117(1) of the Companies Act, 2013 of the said acts, may submit objections/ reply, if any
2. No physical hearing has been sought in the matter by applicants
E. Order:
1. Whereas, in view of the facts of the case, an e-SCN under Section 117(1) of the Companies Act, 2013 was issued to the Company and its officers on 13.02.2026 and the response was received vide letter dated 19.02.2026 wherein the company and the officer(s) in default accepted the non-compliance and stated that the default occurred due to lack of professional guidance and absence of a qualified Company Secretary.
Whereas, the Company, at their Extra-Ordinary General Meetings held on 04.03.2014, 22.02.2016, 09.07.2016 and 09.02.2017, passed certain Special Resolutions which were required to be filed in e-Form MGT-14 within 30 days from the date of passing, i.e., on or before 02.04.2014, 23.03.2016, 07.08.2016 and 10.03.2017, respectively. However, the respective resolutions were filed in e-Form MGT-14 on 28.07.2025, 09.09.2025,10.09.2025 and 09.09.2025, respectively, with a delay of 4,135 days, 3,485 days, 3,321 days and 3,470 days, respectively.
The amount of penalty to be imposed exceeds maximum limit prescribed under penal provision section 117(2) and hence, the maximum penalty is levied on the company and the officers-in default as per section 117(2) of the Act. Further, the company has defaulted 04 times in timely filing of MGT-14 in three financial years and hence, penalty is levied separately of each time. The company and officers-in-default are required to pay sum of penalty (Column D) and additional penalty (column E) given in the table.
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 is only being adjudicated and any other non-compliances if any, involving aforesaid or any other section under provision 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 | ABSOLUTE PROJECTS (INDIA) LIMITED having CIN as U74999DL1995P LC065160 | 200000 | 600000 | 200000 | |
| 2 | RANJEET SINGH OLA having DIN as 00190018 | 50000 | 150000 | 50000 | |
| 3 | DEEPENDRA SINGH OLA having DIN as 00190303 |
50000 | 150000 | 50000 | |
| 4 | SUNITA OLA having DIN as
00190165 |
50000 | 150000 | 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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi
