MGT-14 Late Filing Penalty: ROC Just Fined Two Companies ₹81,500 and ₹10.49 Lakh in 9 Days — The Section 117(2) Trap Every Private Company Should Read

Last updated: 1 May 2026 | By CS Sapna Malpani, Practising Company Secretary, Bangalore

On 22 April 2026, the Registrar of Companies passed two adjudication orders that every founder, director, and CFO running a private company in India should screenshot and circulate. Alphanso Products Private Limited was fined ₹81,500 for a single MGT-14 filed 530 days late. KCP Infra Limited was fined ₹10,49,100 for missing MGT-14 across five financial years. Both orders were passed on the same day, by different ROCs, on the same statutory clause — Section 117(2) of the Companies Act, 2013. Both orders demonstrate the same brutal lesson: the 30-day MGT-14 deadline is not a soft target, voluntary disclosure does not waive the penalty, and the cost of forgetting one filing can run into lakhs.

The Two Orders That Made April 2026 the Most Expensive Month for MGT-14 Defaulters

The ROC adjudication tempo on Section 117(2) has accelerated sharply in 2026. To put both 22 April 2026 orders in context, the MCA pushed out four MGT-14 adjudication orders across Delhi, Hyderabad, Mumbai, and Chennai in the first three weeks of April alone. The pattern is clear: ROCs are systematically combing through suo motu adjudication applications filed via Form GNL-1 and converting them into formal orders. The voluntary-disclosure escape route is officially closed.

Consider the two anchor cases.

Alphanso Products Private Limited — a Delhi-based private company — passed a special resolution on 21 March 2023. It was a clean, unobjectionable resolution: the company had complied with the underlying private placement procedure. The single misstep was that MGT-14 was filed 530 days after the deadline. ROC Delhi issued show-cause notice, the company missed the response deadline too, and a non-attendance order followed. Adjudicating Officer’s order PO/ADJ/04-2026/DL/02045 imposed ₹31,500 on the company plus ₹25,000 each on directors Kunal Shandilya and Gautam Khosla. Total: ₹81,500 for one missed filing.

KCP Infra Limited — a Telangana-based public company managed by K. Chandra Prakash — filed an adjudication application on 17 July 2024 voluntarily disclosing MGT-14 defaults across financial years 2014–15, 2019–20, 2021–22, 2022–23, and 2023–24. ROC Hyderabad’s order PO/ADJ/04-2026/HD/02044 dated 22 April 2026 imposed ₹7,99,100 on the company and ₹2,50,000 on the Managing Director. Total: ₹10,49,100 across five financial years. According to the order, voluntary disclosure was treated as a mitigating factor in the framing — but the penalty itself was still levied for every default year because Section 117(2) caps apply per default, not per company-lifetime.

The Problem — Why Every Private Company is Exposed

MGT-14 is the most under-appreciated form on the MCA portal. Most directors think it applies only to publicly listed companies passing weighty special resolutions. That assumption is the trap. Section 117(3) reads in three sweeping limbs.

First, every special resolution of every company must be filed via MGT-14 within 30 days. This catches every fundraise involving conversion of CCPS to equity, every ESOP scheme approval, every share buy-back, every alteration of MoA or AoA, every shifting of registered office across state, every change in business object, every alteration of borrowing limits, every conversion of private to public company, and every voluntary winding up.

Second, every board resolution passed under Section 179(3) must be filed by non-private companies. Section 179(3) covers borrowing money, investing company funds, granting loans, approving financial statements, and approving political contributions. Private companies are exempt from this limb thanks to the 5 June 2015 MCA notification. But a single conversion to a public company collapses that exemption immediately.

Third, every resolution unanimously agreed by all members where statutorily a special resolution would otherwise be required must be filed. This catches the small founder-director companies that pass written ordinary resolutions believing they have escaped the special resolution requirement.

For a typical Indian private company that raises a Series A round, a single fundraise typically triggers between four and seven MGT-14 filings: alteration of authorised capital, increase in borrowing limits, ESOP scheme adoption, allotment of CCPS, alteration of MoA or AoA, related party transaction approvals, and the appointment of nominee directors. Miss any one, and you have an MGT-14 default sitting in your compliance record.

VISUAL: The Section 117(2) Penalty Matrix

Two patterns jump out from the matrix. First, the company cap and the officer cap are not aggregate — they apply per default. Five defaults stacked across five financial years equals five separate cap applications. KCP Infra’s ₹10,49,100 is the arithmetic of that compounding. Second, the personal officer cap of ₹50,000 means that in a typical company with three officers in default — the Managing Director, Whole-time Director, and Company Secretary — the per-default ceiling on the officer side alone is ₹1,50,000.

VISUAL: 30-Day MGT-14 Compliance Timeline

What Changed — The 2026 Adjudication Tempo and Why It Matters

For five years between 2018 and 2023, MGT-14 enforcement was sporadic. ROCs prioritised AOC-4 and MGT-7 enforcement because those filings touch every company every year. MGT-14 enforcement was treated as a secondary stream — picked up when a company surfaced for some other reason.

That changed with the MCA’s 2024 push for V3 portal data integrity. Once V3 went live, every special resolution filed in MGT-7 or BEN-2 or PAS-3 became cross-referenceable to MGT-14. A company that filed MGT-7 declaring a special resolution — but had no MGT-14 in its public record — became visible to ROC algorithms in seconds. The Alphanso Products and KCP Infra orders are exactly this — both companies surfaced because their other filings disclosed underlying special resolutions whose MGT-14 was missing.

The CCFS-2026 amnesty scheme that opened on 15 April 2026 is the second pressure point. Companies racing to clear backlog filings under CCFS are now disclosing — to themselves first, then to the ROC — every form they have missed. A company that uses CCFS to file three years of overdue MGT-7 will discover that the MGT-14 attached to the special resolutions in those years was never filed. CCFS clears MGT-7 fees at 10%. It does not waive Section 117(2) penalties. The taxonomy of clean-up is asymmetric — and creates fresh adjudication targets for ROC.

What You Must Do Now — The 5-Step Compliance Action Plan

Step 1: Identify Every Trigger Resolution in the Last 36 Months

Pull your minutes book and statutory register. Mark every special resolution (every one — no exceptions). Mark every Section 179(3) board resolution if you are a public company. Mark every unanimous resolution that substituted for a special resolution. The most common Section 179(3) triggers in funded startups: borrowing money beyond paid-up capital + free reserves; granting loans to subsidiaries; financial statement approval; corporate guarantees on subsidiary borrowing; political contribution decisions.

Step 2: Match Each Resolution to Its MGT-14 SRN

For every resolution identified in Step 1, find the corresponding MGT-14 SRN on MCA V3. If you cannot find an SRN within 30 days of the resolution date, you have a default. Most companies discover at least one missing filing in this exercise. The most common gap: an ESOP scheme adoption resolution that was passed by the board but never filed because the company secretary moved on.

Step 3: File MGT-14 Suo Motu with Additional Fees

For each missing filing, prepare and file MGT-14 immediately. Use the additional fee structure based on delay days. The MCA additional fee multiplier scales as: 2× the normal fee up to 30 days delay, 4× up to 60 days, 6× up to 90 days, 10× up to 180 days, 12× beyond 180 days. The maximum additional fee is 12× the normal fee. Pay it. Get the SRN. This is the cheapest possible cure. Never inflate the urgency by waiting for show-cause.

Step 4: File Form GNL-1 for Adjudication Application

For every defaulted filing, simultaneously file a Form GNL-1 application for compounding/adjudication under Section 454. This signals to the ROC that the default was voluntary, not concealed. Most adjudication orders following voluntary GNL-1 disclosure carry penalties at the lower end of the cap. The Alphanso Products order at ₹81,500 illustrates this — even with a 530-day delay, the company-side penalty of ₹31,500 is well below the ₹2 lakh cap because the company self-disclosed.

Step 5: Disclose in the Next Board’s Report

Section 454(7) read with the rules requires that any adjudication penalty paid by the company be disclosed in the next Board’s Report. Skipping this disclosure is itself a breach under Section 134 — and stacks fresh penalty exposure. Use clean language: “During the year, the company paid an adjudication penalty of ₹X under Section 117(2) of the Companies Act, 2013 in respect of [identify the resolution]. The default has been remediated by filing the relevant MGT-14 form on [date].”

VISUAL: Should You File MGT-14? — Quick Decision Flowchart

The Deeper Implication — Why Adjudication Orders Are Now Personal Resumes

According to CS Sapna Malpani, the bigger cost of an MGT-14 adjudication order is not the penalty number — it is the permanent personal compliance footprint it creates on the director or KMP. Every adjudication order under Section 454 is published on the MCA portal, indexed by company CIN, director DIN, and officer name. Future investors, fundraise counter-parties, IPO merchant bankers, secretarial auditors, and joint-venture partners run MCA searches as part of due diligence. A ₹2,50,000 personal penalty against a Managing Director appears in every such search and quietly raises diligence friction for years.

The forward prediction: ROC adjudication tempo on Section 117(2) will accelerate further through Q2 and Q3 of 2026. Two structural reasons. First, the V3 portal cross-referencing engine flags MGT-14 gaps automatically — it is no longer human-led discovery. Second, the CCFS-2026 amnesty disclosure window is generating a fresh tranche of voluntary disclosures every week, each of which surfaces underlying MGT-14 gaps. By 30 September 2026, the cumulative MGT-14 adjudication count for the calendar year will likely exceed any prior 12-month period.

How MGT-14 Compares to Other Common ROC Filings

The biggest design flaw most directors miss: MGT-14 is event-driven, while MGT-7 and AOC-4 are annual. Companies that have annual compliance teams may have zero process for event-driven filings. A board that passes ten special resolutions in a year has ten MGT-14 obligations — each with its own 30-day deadline — but only one MGT-7. The compliance design must be rebuilt around event triggers, not calendar dates.

Sources and References

• ROC Delhi Adjudication Order PO/ADJ/04-2026/DL/02045 dated 22 April 2026 (Alphanso Products Pvt Ltd) — order reported by Studycafe
• ROC Hyderabad Adjudication Order PO/ADJ/04-2026/HD/02044 dated 22 April 2026 (KCP Infra Limited) — analysis on TaxGuru
• Companies Act, 2013, Sections 117, 179, 454 — India Code (bare act)
• MCA Notification dated 5 June 2015 — exemptions for private companies under Section 179(3) — MCA Notifications portal
• MCA ROC Adjudication Orders database — canonical source
• Companies (Compliance Facilitation) Scheme 2026 (CCFS-2026) — practical FAQs
• MGT-14 form filing requirements (MCA V3) — MCA V3 portal master data

Frequently Asked Questions

What is the penalty for late filing of MGT-14 under Section 117(2) in 2026?

Section 117(2) imposes a penalty of ₹10,000 on the company plus ₹100 per day of continuing default, capped at ₹2 lakh for the company. Every officer in default attracts ₹10,000 plus ₹100 per day, capped at ₹50,000. The cap applies per default — so a company that misses MGT-14 across five financial years can attract penalties on each, as the KCP Infra adjudication order dated 22 April 2026 (₹10,49,100 total) demonstrates.

What is the deadline for filing MGT-14 after passing a special resolution?

MGT-14 must be filed with the Registrar of Companies within 30 days of passing the special resolution, board resolution, or agreement that triggers Section 117(1). The 30-day clock starts from the date of the resolution, not the date the resolution was signed by the chairperson or recorded in the minutes. Missing the 30-day window automatically triggers Section 117(2) liability — voluntary disclosure does not avoid the penalty.

Which resolutions require MGT-14 filing under Section 117(3)?

MGT-14 must be filed for: (a) every special resolution of any company; (b) every board resolution under Section 179(3) — including borrowing, investment, financial statement approval, and political contribution decisions; (c) resolutions agreed unanimously by all members where statutorily a special resolution would otherwise be required; (d) resolutions of creditors approving compromise or arrangement. Private companies are exempted from filing Section 179(3) board resolutions, but they must still file every special resolution.

Can a company avoid MGT-14 penalty by filing voluntarily after the deadline?

No. Voluntary suo motu filing reduces the show-cause friction but does not eliminate Section 117(2) liability. The Alphanso Products adjudication order dated 22 April 2026 imposed ₹81,500 in penalties even though the company filed an adjudication application using Form GNL-1 voluntarily after a 530-day delay. The penalty is mandatory once the 30-day deadline lapses; only the magnitude depends on the days of continuing default.

Are private limited companies exempt from MGT-14 filing for board resolutions?

Private companies are partially exempt. Per the MCA notification dated 5 June 2015, private companies do not have to file board resolutions passed under Section 179(3) in MGT-14. However, they must file every special resolution — including resolutions for ESOP scheme adoption, conversion of preference shares, alteration of MoA/AoA, share buy-back, and approval of related party transactions exceeding the prescribed thresholds. Most fundraise-related resolutions in funded startups are special resolutions and must be filed.

What is the appeal process if I receive an MGT-14 adjudication order?

An adjudication order under Section 454 can be appealed before the Regional Director within 60 days from the receipt of the order under Section 454(5). The appeal must be filed in Form ADJ along with the prescribed fee. The Regional Director can confirm, modify, or set aside the order. Failure to pay the penalty within 90 days, where no appeal is preferred, attracts further consequences under Section 454(8) including imprisonment. In practice, well-grounded appeals citing genuine reasonableness or procedural errors do reduce penalties — but the timeline is rigid.

How does MGT-14 default affect director liability and disqualification?

An MGT-14 default by itself does not trigger Section 164(2) disqualification, which is linked to Section 92 annual return and Section 137 financial statements. However, persistent MGT-14 defaults appearing on the company’s compliance record are a red flag in due diligence, often surfaced during fundraises, mergers, and IPO secretarial audits. The 22 April 2026 order on KCP Infra carried personal officer penalty of ₹2,50,000 on the Managing Director — this becomes part of his personal compliance history, retrievable by every future investor or counter-party who runs an MCA search on him.