The Ministry of Corporate Affairs, through the Registrar of Companies, Chhattisgarh, passed an adjudication order imposing penalties under Section 454 read with Section 118(11) of the Companies Act, 2013 for non-compliance with provisions relating to maintenance of board meeting minutes. Inspection under Section 206(5) revealed procedural lapses, including non-consecutive numbering of minutes, absence of serial numbers, and omission of meeting conclusion time, violating Section 118(1) read with Secretarial Standard-1. The company and its officers argued that the lapses were procedural and without mala fide intent, but the authority found the explanations unsatisfactory and irrelevant, noting incorrect reliance on SS-2 instead of SS-1. Consequently, penalties were imposed on the company and defaulting officers. The authority emphasized that compliance with statutory record-keeping is mandatory regardless of intent. The order also directed rectification, payment within prescribed timelines, and clarified appeal rights, reinforcing strict adherence to corporate governance and documentation standards.
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/04-2026/BP/01928 | Dated: 07/04/2026
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. 698(E) dated 10/02/2026 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 RASHI STEEL AND POWER LIMITED [herein after known as Company] bearing CIN U27205CT2009PLC007869, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at RASHI STEEL AND POWER LIMITED VILL-PARAGHAT KOTMI SONAR ROAD,JAIRAMNAG AR,MASTURI NA BILASPUR BILASPUR CHATTISGARH INDIA 495550
Individual details:
In the matter relating to SUBRATA SARKAR ___________
In the matter relating to DHANANJAY CHAUBEY ___________
In the matter relating to JYOTI AGARWAL ___________
In the matter relating to SHIV GARG ___________
In the matter relating to AMIT DEY ___________
In the matter relating to SAKSHI AGRAWAL ___________
In the matter relating to BHAGWATI PRASAD SINGH ___________
In the matter relating to MAHESH GUPTA ___________
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 inspection u/s 206(5) of the Companies Act 2013 was ordered by the Ministry into the affairs of the company and during the course of inspection, it was observed from minutes books of Board meetings held during the period from F.Y. 2014-15 to 2020-21 that the pages of such minutes were not consecutively numbered, the serial number of the minutes were not mentioned at the beginning of the minutes and the time of conclusion of the meetings were not mentioned in accordance with section 118 (1) of the Companies Act, 2013 r/w Secretarial Standards-1.
Based on the above facts, 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 r/w Secretarial Standards-1, thereby attracting penal provisions under Section 118(11) of the Companies Act, 2013.
2. No request for e-hearing was made either by the Company or by the officers in default. Accordingly, no e-hearing was scheduled in the matter.
E. Order:
1. In response to the Show Cause Notice, replies were received from the company duly signed by Mr. Prakash Behera, Director of the Company, and Shri Bhagwati Prasad, former CS of the Company. The company submitted that it assures its continued commitment to comply with all applicable provisions of the Companies Act, 2013 and the applicable Secretarial Standards. Shri Bhagwati Prasad Singh, in his response to the SCN submitted that he was associated with the company from 01/07/2013 to 23/09/2015 and ceased to be associated with the Company thereafter and had no role in the maintenance of statutory records or secretarial compliances of the company subsequent to his cessation. It was also submitted by him that Secretarial Standards-1 (SS-1) on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India (ICSI) became mandatory only with effect from 01/07/2015 pursuant to notification issued by the Ministry of Corporate Affairs and during his association with the Company, SS-1 was applicable only for a limited period. It was further submitted that the observations mentioned in the SCN relate to procedural aspects primarily to formatting requirements and do not affect the validity of the meetings or decisions taken by the Board. Any procedural irregularity, if at all, would have been purely inadvertent and without any mala fide intention.
It is pertinent to note that the company and the followings officers in default have paid the amount of penalty, details of which are as under:-
| S.No. | Name | Amount (in Rs.) | SRN with Date |
| 1 | Rashi Steel and Power Ltd. (Company) | 25,000 | UU2314091 dt 11/03/2026 |
| 2 | Subrata Sarkar | 5,000 | UU2314303 dt 11/03/2026 |
| 3 | Bhagwati Prasad Singh | 5,000 | UU2314404 dt 11/03/2026 |
| 4 | Mahesh Gupta | 5,000 | UU2314449 dt 11/03/2026 |
However, it is observed that the company has wrongfully submitted its reply with reference to non-compliance of section 118(1) of the Companies Act, 2013 r/w SS-2, whereas the present default pertains to the provisions of the section 118(1) of the of the Companies Act, 2013 r/w SS-1. Further, the submissions made are not tenable as the company and officers in default have failed to demonstrate any bona fide intention/steps taken to comply with the said provisions of the Companies Act, 2013. Accordingly, the replies furnished are found to be unsatisfactory.
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 r/w SS-1. Accordingly, the Company and its officers in default are liable for penal action under the Companies Act, 2013.
Therefore, I am imposing penalty as prescribed under section 118(11) of the Companies Act, 2013 on the company and its officers in default for the aforementioned non-compliance.
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 | RASHI STEEL AND POWER LIMITED having CIN as U27205CT2009P LC007869 | 25000 | 0 | 25000 | |
| 2 | SUBRATA SARKAR having DIN as 08310700 | 5000 | 0 | 5000 | |
| 3 | DHANANJAY CHAUBEY having DIN as 08768574 | 5000 | 0 | 5000 | |
| 4 | JYOTI AGARWAL having DIN as 09685815 |
5000 | 0 | 5000 | |
| 5 | SHIV GARG having DIN as 09805358 |
5000 | 0 | 5000 | |
| 6 | AMIT DEY having PAN as AKJPD8544K | 5000 | 0 | 5000 | |
| 7 | SAKSHI AGRAWAL having PAN as BZCPA2548F | 5000 | 0 | 5000 | |
| 8 | BHAGWATI PRASAD SINGH having PAN as DSMPS5859E | 5000 | 0 | 5000 | |
| 9 | MAHESH GUPTA having DIN as 02186011 | 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
