Late Disclosure of Board Resolution on Equity and CCD Allotment under MGT-14: MCA fines Garuda Aerospace [Read Order]
The delay in filing of MGT - 14 attracts a penalty irrespective of the intention of the company.
The Ministry of Corporate Affairs ( MCA ) has penalized Garuda Aerospace Limited and its directors for delay in filing of board resolutions concerning the allotment of equity shares and compulsorily convertible debentures (CCDs) under Section 117 of the Companies Act, 2013.
As per the order of ROC Chennai, the company failed to submit e-Form MGT-14 within the required 30-day window for two board resolutions passed in May 2025. The first resolution, dated May 2, 2025, approved the issuance and allotment of 300 equity shares and 340 CCDs through a private placement.
The second resolution, dated May 27, 2025, greenlit the allotment of additional CCDs. However, the company only filed the mandatory MGT-14 form on February 14, 2026, which meant they were 234 days past the deadline.
According to Section 117(1) alongside Section 179(3) of the Companies Act, the companies are legally required to file specific board resolutions with the Registrar within 30 days of passing them.
If the company fails to meet this requirement, it triggers penalties under Section 117(2). After noting the official records, the ROC determined that Garuda Aerospace had clearly violated these rules by missing the required timeline.
The company argued that the delay was entirely accidental, lacked any malicious intent, and requested leniency. Their authorized representative repeated this stance during the official e-hearing.
However, rejecting the defense, ROC imposed a fine of ₹33,400 each on Garuda Aerospace and its directors, for the late filing. Furthermore, the final order instructed the company and its officers to pay these penalties within 90 days and ensure that the filing default is properly corrected.
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