The Registrar of Companies, Chhattisgarh, passed an adjudication order under Section 454 read with Section 118(11) of the Companies Act, 2013, imposing a penalty of ₹25,000 on the company and ₹5,000 each on its officers for failure to maintain properly numbered minutes of meetings. The violation was identified during an inquiry, which revealed that pages in the minutes book were not consecutively numbered as required under Section 118(1). Although the company contended that the lapse was inadvertent and clerical, the authority held that such non-compliance attracts penal consequences irrespective of intent. Further, despite being given an opportunity for hearing, no representation was made by the company. The order emphasizes that maintaining properly recorded and sequential minutes is a mandatory statutory requirement essential for corporate governance, and even technical lapses cannot be ignored under the law.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chhattisgarh
Registrar of Companies cum Official Liquidator, 1st Floor, Ashok Pingley Bhawan, Municipal Corporation, Nehru Chowk,
Bilaspur, Chhattisgarh, India, 495001
Phone: (07752)-250092(D),250094
E-mail: roc.bilaspur@mca.gov.in
Order ID: PO/ADJ/03-2026/BP/01767 Dated: 24/03/2026
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.
1. 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.
2. Company details:
In the matter relating to SUBH LAABH POLYMERS PRIVATE LIMITED [herein after known as Company] bearing CIN U17111CT1984PTC008625, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at ROOM-5, FIRST FLOOR, VASTU BHAWAN, BESIDES BANGLOW 10,GOLDEN HOMES VIP CLUB KHAMARDIH , SHA NKAR NAGAR NA RAIPUR RAIPUR CHATTISGARH INDIA 492001
Individual details:
In the matter relating to ABHILASHA GANDHI ——-
In the matter relating to KISHOR KUMAR GANDHI ——–
In the matter relating to RAJENDRA TIWARI ———
In the matter relating to AMIT TIWARI ——–
In the matter relating to SAVITA GANDHI ———
In the matter relating to KAUSHAL KUMAR GANDHI ——–
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 – An inquiry u/s 206(4) of the Companies Act 2013 was ordered by the Ministry into the affairs of the company and during the course of inquiry, it was observed from copy of minutes submitted by the company that the pages of such minutes were not consecutively numbered as per section 118 (1) of the Companies Act, 2013. The matter was taken up with the company, and this office issued a letter dated 28/04/2025 to the company and its officers in default, seeking clarification in this regard. In response thereto, the company, through one of its directors namely Smt. Abhilasha Gandhi, submitted that certain pages in the minutes book were inadvertently skipped during the numbering process and this discrepancy was purely clerical in nature and unintentional.
In view of the above, it is evident that the company and its officers in default have failed to comply with the provisions of section 118 (1) of the Companies Act, 2013. Further, the company has itself admitted that the consecutive numbering of pages in the minutes book was inadvertently skipped, thereby establishing non-compliance on its part and attracting penal provisions under Section 118(11) of the Companies Act, 2013.
2. In response to the Show Cause Notices, reply was received from the Company. Accordingly, for providing an opportunity of being heard and on the request made by the company, an e-hearing was scheduled on 02/03/2026.
E. Order:
1. In response to the Show Cause Notice, it was submitted that the omission in consecutive numbering was purely inadvertent and clerical in nature. There was no mala fide intention, manipulation, suppression, or tampering with the minutes of any meeting. It was further submitted that the discrepancy occurred due to accidental skipping of page numbers at the time of manual pagination and the lapse was technical in nature and does not involve any substantive violation affecting corporate governance.
On the request made by the company and for providing an opportunity of being heard, an e-hearing was scheduled on 02/03/2026 at 16:00hrs. Despite due service of the notice of e-hearing, none appeared for the Company and its officers in default on the date so fixed.
Based on the submissions made and facts of the case, it is evident that the company and its officers in default failed to comply with the provisions of the section 118(1) of the of the Companies Act, 2013. Accordingly, the Company and its officers in default are liable for penal action under the Companies Act, 2013.
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 | SUBH LAABH POLYMERS PRIVATE LIMITED having CIN as U17111CT1984P TC008625 | 25000 | 0 | 25000 | |
| 2 | ABHILASHA GANDHI having DIN as 00015054 | 5000 | 0 | 5000 | |
| 3 | KISHOR KUMAR GANDHI having DIN as 00015055 | 5000 | 0 | 5000 | |
| 4 | RAJENDRA TIWARI having DIN as 00123976 | 5000 | 0 | 5000 | |
| 5 | AMIT TIWARI having DIN as
00362586 |
5000 | 0 | 5000 | |
| 6 | SAVITA GANDHI having DIN as
01301419 |
5000 | 0 | 5000 | |
| 7 | KAUSHAL KUMAR GANDHI having DIN as 06876337 | 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 Hyderabad 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.
Sudhir Kapoor,
Registrar of Companies
ROC Chhattisgarh
