ROC Imposes Penalty for Failure to Properly Maintain Board Meeting Minutes; Improper Maintenance of Minutes Book Attracts Penalty Under Companies Act; Voluntary Admission of Secretarial Standards Violation Leads to ROC Penalty; ROC Says Updating Minutes Later Does Not Remove Earlier Compliance Default.
The Registrar of Companies (ROC), Mumbai-I imposed penalties on Merino Shelters Private Limited and certain directors for failure to maintain board meeting minutes in accordance with Secretarial Standards under Section 118 of the Companies Act, 2013. The company filed a voluntary adjudication application admitting that its minute books had not been properly maintained since incorporation and that pages of the board meeting minutes were not serially numbered, in violation of Clause 7.1.4 of Secretarial Standard-1 (SS-1). During inspection, the irregularity was observed in relation to board meetings held in FY 2014-15. The ROC noted that the company later updated the minutes, but held that the earlier non-compliance still attracted penalty under Section 118(11). A penalty of ₹25,000 was imposed on the company and ₹5,000 each on three directors treated as officers in default. The ROC also stated that separate proceedings may be initiated for defaults relating to other meetings.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/12-2025/MB/01057 Dated: 15/05/2026
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 MERINO SHELTERS PRIVATE LIMITED [herein after known as Company] bearing CIN U45200MH2005PTC155215, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 101, MAN HOUSE, OPP.PAWAN HANS, S.V.ROAD, VILE PARLE (WEST), 101, MAN HOUSE, OPP.PAWAN HANS, S.V.ROAD, VILE PARLE (WEST), NA MUMBAI MAHARASHTRA INDIA 400056
Individual details:
In the matter relating to PRAMODKUMAR AWADH BEHARI TANDON ——–
In the matter relating to RAMESHCHANDRA MANSUKHANI ——-
In the matter relating to GIRISH MATLANI ——-
In the matter relating to NIKHIL RAMESHCHANDRA MANSUKHANI ——-
In the matter relating to RENU PURSHOTTAM JALAN ——–
In the matter relating to NIRSHU NARAYAN SINGH ——–
In the matter relating to NIRANJAN DILIP MULEY ——-
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 – A Company filed voluntary Adjudication Application in GNL-1 dt 07.12.2024 vide SRN N23640915 u/s 454 for violation of Sec 118 of the Companies Act, 2013 (hereinafter referred as “the Act”). The Company in above said GNL-1 stated that Application filed for seeking Adjudication of offence under Section 118 of the Companies Act, 2013 in respect of the offence committed by the Company pertaining to not maintaining Minutes Books properly of the Company Meetings since incorporation. However, in the Adjudication application date of default is mentioned as 01.04.2014. Further, the company stated that during an Inspection of the books of the Company IO has observed that Minute book of the board meeting of the Company are not maintained properly, minute book do not contain serial number of the Board Meeting.
The Company in its reply stated that it has clarified IO that it has updated its minutes till date by the respective chairman and hence offence is made good. In this regard, the company has mentioned in its adjudication application that certificate of PCS is attached as Annexure B. However, the copy of certificate not attached to the Adjudication application filed in GNL-1. Thus, the Company is hereby directed to submit the copy of the said Certificate of PCS.
2. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/12-2024/MB/00264 dated 10.01.2025 was issued to the Company and its Officers in default namely Mr. PRAMODKUMAR AWADH BEHARI TANDON, Director (DIN: 00364652), Mr. RAMESHCHANDRA MANSUKHANI , Director (DIN: 00012033), Mr. GIRISH MATLANI, Director (DIN: 02046220), Mr. NIKHIL RAMESHCHANDRA MANSUKHANI, Director (DIN: 02257522), Ms. RENU PURSHOTTAM JALAN, Director (DIN: 08076758), Ms NIRSHU NARAYAN SINGH, Director (DIN: 08773638), Mr. NIRANJAN DILIP MULEY, Director (DIN: 09111499) (hereinafter referred to as the Noticees) under Section 454 read with Section 118(11) for default under Section 118(10) of the Act.
B . The noticees submitted their reply on 24.01.2025 on E-adjudication portal and admitted the default.
C. The Noticees did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing was required in the instant case.
D. On perusal of the said Suo Motu Application and reply submitted by the Applicants, it is observed that:
a. Under the provisions of section 118(10) of the Act Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.
b. During the Inspection, IO has observed the violation of clause 7.1.4 of the Secretarial Standard-1. Further, the Noticees have also admitted the default in the instant Adjudication Application that pages of minutes book of board meeting are not serially numbered since 01.04.2014.
c. On perusal of E-form MGT-7 filed for FY 2014-2015, it is observed that 6 board meetings were held that is on 30.06.2014, 27.08.2014, 04.09.2014, 30.12.2014, 27.02.2015 and 27.03.2015. Thus, the Company and the Officers in default are liable for penal action under Section 118(11) of the Act for every board meeting held as mentioned above. However, while creating the Case ID in E-adjudication portal which was at evolutionary stage, the default period was fetched from 01.04.2014 (date of Financial year) till 26.12.2024 on receipt of Suo-Motu Adjudication Application and the portal has not calculated the penalty for individual default.
d. The order is passed for the default made in the minutes of the first board meeting held on 30.06.2014 and for the default made with respect to other meetings respectively for maintaining minutes of board meeting mentioned above shall initiate separate proceedings on the E-adjudication portal.
E. In view of the above facts and circumstances, the Company shall be liable to a penalty of Rs.25,000/- (Rupees Twenty Five Thousand only) and its every officer in default viz; Mr. PRAMODKUMAR AWADH BEHARI TANDON, Director (DIN: 00364652), Mr. RAMESHCHANDRA MANSUKHANI, Director (DIN: 00012033) and Mr. NIKHIL RAMESHCHANDRA MANSUKHANI, Director (DIN: 02257522) shall be liable for a penalty of Rs.5,000/- (Rupees Five Thousand only) under the provisions of Section 118(11) of the Act. The provisions of Section 2(85) of the Act does not apply in instant case.
F. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances, I hereby impose a penalty of Rs.25,000/- (Rupees Twenty Five Thousand only) on the Company and Rs.5,000/- (Rupees Five Thousand only) on its every officer in default viz; Mr. PRAMODKUMAR AWADH BEHARI TANDON, Director (DIN: 00364652), Mr. RAMESHCHANDRA MANSUKHANI, Director (DIN: 00012033) and Mr. NIKHIL RAMESHCHANDRA MANSUKHANI, Director (DIN: 02257522) under the provisions of Section 118(11) of the Act for default under section 118(10) of the Act read with clause 7.1.4 of Secretarial Standards-1 (SS-1) for not maintaining the minutes of the board meeting as per secretarial standards specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act,9 (56 of 1980), and approved as such by the Central Government.
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 | MERINO SHELTERS PRIVATE LIMITED having CIN as U45200MH2005P TC155215 | NA | 25000 | 0 | 25000 |
| 2 | PRAMODKUMAR AWADH BEHARI TANDON having DIN as 00364652 | NA | 5000 | 0 | 5000 |
| 3 | RAMESHCHAND RA MANSUKHANI having DIN as 00012033 | NA | 5000 | 0 | 5000 |
| 4 | GIRISH
MATLANI having DIN as 02046220 |
NA | 0 | 0 | 5000 |
| 5 | NIKHIL RAMESHCHAND RA MANSUKHANI having DIN as 02257522 | NA | 5000 | 0 | 5000 |
| 6 | RENU PURSHOTTAM JALAN having DIN as 08076758 | NA | 0 | 0 | 5000 |
| 7 | NIRSHU NARAYAN SINGH having DIN as 08773638 | NA | 0 | 0 | 5000 |
| 8 | NIRANJAN DILIP MULEY having DIN as 09111499 | NA | 0 | 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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
