ROC Delhi Imposes Penalty for 530-Day Delay in Filing MGT-14 under Section 117 of Companies Act

ROC Delhi hit Alphanso Products Private Limited and its directors with penalties after the company sat on filing Form MGT-14 for a whopping 530 days. This form was supposed to be filed after passing a special resolution, but Alphanso missed the deadline by more than a year. The Adjudicating Officer fined the company ₹31,500, and handed out ₹25,000 penalties to each director, Kunal Shandilya and Gautam Khosla. All this falls under Section 117(2) of the Companies Act, 2013.

Fact of the Case

Alphanso Products passed a special resolution on March 21, 2023, to issue 555 equity shares through a private placement-cum-preferential allotment. The rules are pretty clear—after passing such a resolution, the company had 30 days to file Form MGT-14. That gave them a deadline of April 19, 2023. But they only got around to filing on September 30, 2024, running up a delay of about 530 days.

After realising the slip-up, Alphanso submitted an application for penalty adjudication using Form GNL-1. ROC Delhi sent a show cause notice, but the company didn’t bother to reply on time. When the officers checked all the paperwork, they saw Alphanso had followed the basic private placement process but missed the mark on the statutory filing. Originally, they thought the delay was 519 days, but on double-checking, it was actually 530 days.

Issue

Does sitting on Form MGT-14 for 530 days, even if everything else was done right, still bring a penalty?

Judgement

The officer pointed out that even though the company ticked all the boxes for the actual transaction, not filing the form on time is its own legal breach under Section 117(2).

In the end, both the company and its directors have to fix the default and cough up the penalties within 90 days. They can appeal to the Regional Director within 60 days if they want.

Key Highlight of the Judgement

Delaying the filing of Form MGT-14, even when the company did everything else by the book, triggers a penalty under the Companies Act. The rules on the statutory filing are not just a box to check – they are mandatory, and missing the deadline comes with a cost.