ROC Imposes Penalty for Delay in Filing Special Resolution Under Section 117

The Hyderabad Registrar of Companies (ROC) recently imposed a monetary penalty on a company named Digilogic Systems Limited and its officer in default for failing to file a required company resolution within the prescribed time limit.

Background 

The company passed a special resolution on March 2, 2015. Section 117(1) of the Companies Act, 2013, requires companies to file a copy of certain resolutions, including special resolutions, with the Registrar in Form MGT-14 within 30 days of passing them.

In this case, the due date for filing was April 1, 2015. However, the company filed the Form MGT-14 on July 16, 2015, resulting in a delay. Later, the company filed an adjudication application to address the delay.

On April 20, 2026, an e-hearing was conducted for the same matter. During the hearing, Sri Madhusudhan Varma Jetty appeared on behalf of the company and himself and admitted the violation.

In its reply, the company stated that “an omission occurred due to an unintentional and bona fide oversight at the time of filing and was neither deliberate nor with any intention to contravene the provisions”.

Decision

Lastly, the Authority concluded that there was a delay in filing the required resolution. As a result, ROC imposed a Rs 20,500 penalty on the company and the same on its officer in default under Section 117(2) of the Companies Act 2013.