The Registrar of Companies, Kolkata, adjudicated a suo motu application under Section 454 of the Companies Act, 2013 for contravention of Section 118 relating to maintenance of minutes of Board and General Meetings. The company admitted that it could not trace or produce statutory minutes books for meetings, explaining that physical records were destroyed in a flood in Kolkata in July 1990 and could not be revived despite efforts. While noting that annual returns and annexures were preserved from 1992 onwards and that the lapse was historical, inadvertent, and non-prejudicial, the Adjudicating Officer held that destruction of old records does not extinguish the continuing statutory obligation to maintain and preserve minutes for meetings held thereafter. The proceedings being penalty adjudication, mitigating circumstances could not negate statutory liability where non-compliance was admitted. Accordingly, a fixed penalty prescribed under Section 118(11) was imposed—₹25,000 on the company and ₹5,000 on the officer in default—directing payment within 90 days, with appellate remedy available before the Regional Director, Kolkata.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata
CORPORATE BHAWAN PLOT NO-II F/16, PRE NO. 05-0852 AA-III F AKANDAKESHARI, NEAR SHAPOORJI
NEWTOWN, Kolkata, WESTBENGAL, India, 700135
Phone: 8076272007
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/01-2026/KK/01509 | Dated: 30/01/2026
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 YAJUR FIBRES LIMITED [herein after known as Company] bearing CIN U17100WB1980PLC032918, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 5, MIDDLETON STREET KOLKATA NA KOLKATA KOLKATA WEST BENGAL INDIA 700071
Individual details:
In the matter relating to JYOTI BHUSAN CHATTERJEE______
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.
Facts about the case:
1. Default committed by the officers in default/noticee – This office is in receipt of application vide SRN: AC0092640 filed GNL-1 form by the company & its Directors and a physical application for adjudication of penalties for default of Section 118 of the Companies Act, 2013 (corresponding Section 193 of the Companies Act, 1956);
a)During the course of internal verification of records, it was observed that the Company could not trace or produce statutory records relating to:
1.Minutes of the Meetings of the Board of Directors and General Meetings as required under Section 118 of the Companies Act, 2013 (corresponding Section 193 of the Companies Act, 1956), and
b)It is further noted that there was a flood in Kolkata due to monsoonal rain in Kolkata in July 1990, the specific physical records of Minutes books of Board and General meetings, got completely damaged and were no longer revived despite best efforts.
c)The aforesaid situated resulted in the Company not maintaining the minutes under the Companies Act, 1956/ 2013. 1)Minutes of the Meetings of the Board of Directors and General Meetings as required under Section 118 of the Companies Act, 2013 (corresponding Section 193 of the Companies Act, 1956),
d)Further, it may be noted that pursuant to Rule 15(3) of the Companies (Management and Administration) Rules, 2014, (Section 160 of the Companies Act 1956) Copies of all annual returns prepared under section 92 of the Companies Act, 2013 and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of eight years from the date of filing with the Registrar. The Company is maintaining all the copies of all annual returns prepared under section 92 of the Companies Act, 2013 and copies of all certificates and documents required to be annexed thereto in its records since 1992 onwards till date.
e)However, the applicant submits that the innocuous lapses that occurred out of circumstances do not prejudice the interest of any person.
f)Now the company has filed adjudication application regarding non-maintenance of minutes of meetings of Board and AGM and the Company is liable to pay penalty under Section 118(11) of the Companies Act, 2013.
In view of the above facts, the default was purely inadvertent and historical in nature, without any mala fide intention or gain to the Company or its officers. The Company respectfully prays that the offence under Section 118(11) of the Companies Act, 2013 may kindly be Adjudicated by the Hon?ble Authority under Section 454 of the Act.
2. E-Hearing no Requested.
E. Order:
1. 1. The Company and its directors fi led a suo motu application vide SRN AC0092640 seeking adjudication for default under Section 118 of the Companies Act, 2013 (corresponding to Section 193 of the Companies Act, 1956).
2. During internal verification of records, it was observed / reported by the applicant that the Company could not trace or produce statutory records relating to:
a. Minutes of Meetings of the Board of Directors, and
b. Minutes of General Meetings (including Annual General Meetings), as required under Section 118 of the Companies Act, 2013.
3.The Company has submitted that due to a fl ood in Kolkata in July 1990, the physical Minutes Books of Board and General Meetings were completely damaged and could not be revived despite best eff orts, resulting in non-availability/non-maintenance of the minutes records.
4. The Company has also submitted that it has preserved annual returns and annexures from 1992 onwards and that the lapse is historical, inadvertent, and not prejudicial to any person.
5. The Company has admitted that it is liable for penalty under Section 118(11) and prayed for adjudication under Section454.
6. The explanation of flood damage in 1990 may explain destruction of old physical books, but it does not extinguish the Company’s continuing statutory obligation to ensure that minutes are duly maintained and preserved for meetings held thereafter and kept in statutory custody. The Company’s inability to produce the minutes books indicates non-compliance with Section 118.
7. The proceedings under Section 454 are penalty adjudication proceedings. Under Section 118(11), the penalty is a specified fixed sum on the company and on every officer in default. Accordingly, while the Company’s explanation is noted for record, it cannot operate as a legal defence to ify statutory liability where contravention is admitted/established.
8. Factors such as absence of demonstrated loss to stakeholders and the historical background are treated as mitigating narrative, however the penalty prescribed in Section 118(11) remains imposable as per law.
9. In exercise of the powers conferred on me under Section 454 of the Companies Act, 2013, I hereby impose penalty under Section 118(11) for contravention of Section 118 for the FY 1989-90 as under.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | YAJUR FIBRES LIMITED having CIN as U17100WB1980P LC032918 | 25000 | 0 | 25000 | |
| 2 | JYOTI BHUSAN CHATTERJEE having DIN as 00853993 | 5000 | 0 | 5000 |
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 Kolkata 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.
Arya Pyarelal,
Registrar of Companies
ROC Kolkata
