ROC Fines Company for failing to maintain consecutively numbered Minutes

The Registrar of Companies (ROC), Kanpur, imposed penalties under Section 454 of the Companies Act, 2013, on a company and its directors for violating Section 118(11) by failing to maintain consecutively numbered minutes of board and general meetings, as required under Secretarial Standards SS-1 and SS-2. During inquiry, the default was confirmed and acknowledged by the company’s director during the e-hearing. The ROC held that such non-compliance with Section 118(10) attracts penal action under Section 118(11). Accordingly, a penalty of ₹25,000 was levied on the company and ₹5,000 each on six directors. The order directed rectification within 90 days and payment of penalty through the MCA’s e-adjudication portal, emphasizing personal liability of officers for the penalties. The company retains the right to appeal before the Regional Director, Noida, within 60 days from receipt of the order.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in

Order ID: PO/ADJ/11-2025/KN/00835 Dated: 10/11/2025

ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 118(11) 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 SUNWODA ELECTRONIC INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999UP2016PTC088215, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at D-228, OPP. DAINIK JAGRAN, SECTOR-63, NA NOIDA GAUTAM BUDDHA NAGAR UTTAR PRADESH INDIA 201301

Individual details:

In the matter relating to POOJA SAXENA [herein after known as individual] having DIN 08858402 and having its address at

In the matter relating to MONA MEHRA [herein after known as individual]

In the matter relating to ANIL GARG JI [herein after known as individual] having DIN 07380621 and having its address at

In the matter relating to MAOTAI WANG . [herein after known as individual] having DIN 07669619 and having its address at

In the matter relating to BRAJESH KUMAR SIROHI [herein after known as individual] having DIN 07923974 and having its address

In the matter relating to SANJOLI SARAF [herein after known as individual]

C. Provisions of the Act:

(11) If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.

D. Facts about the case:

1. Default committed by the officers in default/noticee – During the Inquiry, on examination of the minutes of the board meeting, it was observed that the minute book was not consecutively numbered. Hence, there is violation of Secretarial `Standard-1 r/w Section 118 (10) of the Companies Act, 2013. Accordingly, the Inquiry officer has reported the said violation in the Inquiry Report dated 30.08.2022. The O/o DGCoA vide letter CL.II-04/655/2024-O/o DGCoA-MCA dated 17.10.2024 has accorded the penal action for said non-compliance And are thus liable for penal action.

2. Request for hearing made by one of the Director of the Company

E. Order:

1. 1. The company through its director Shri Brijesh Kumar Sirohi has furnished a reply dated 12.06.2025 to the Show Cause Notice SCN/ADJ/02-2025/KN/00662 dated 04.06.2025 which was not found satisfactory. However, an opportunity of being heard was given on the request made by the director of the company. Accordingly, E- hearing was fixed in this matter on 24.10.2025. Shri Brijesh Kumar Sirohi, director of the company was present (on-line) and narrated the same submission which was submitted by the company in its reply dated 12.06.2025 and accepted the default. Hence, the company and its Directors have failed to comply with the provisions of section 118 (10) of the Companies Act, 2013, in observing Point no. 17.1.4 of Secretarial Standard-2 in respect to minutes book of General Meeting for the financial year 31.03.2021 not consecutively numbered, thereby attracting the penal provisions mentioned under Section 118 (11) of the Act.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

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 Noida 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.

Sanjay Bose,
Registrar of Companies
ROC Kanpur