The Registrar of Companies (ROC), Mumbai I imposed penalties under Section 118(11) of the Companies Act, 2013 on a company and its directors for failure to maintain consecutively numbered pages in the minutes books of Board Meetings and General Meetings, in violation of Section 118(10) read with Secretarial Standard-1 (SS-1). During an inquiry conducted under Section 206(4), it was observed that the company had not serially numbered minutes pages for meetings held during financial years 2015-16 to 2022-23. The company and directors admitted the default in their reply to the show cause notice. ROC clarified that companies are mandatorily required to follow secretarial standards issued by the Institute of Company Secretaries of India, and non-compliance attracts penalties under Section 118(11). The adjudicating officer imposed a penalty of ₹25,000 on the company and ₹5,000 each on two directors for the default relating to the first Board Meeting held on 5 July 2015, while separate proceedings for subsequent years would be initiated independently. The order also clarified that the benefit of Section 446B was unavailable for the relevant period before the 2020 amendment.
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/01058 | Dated: 25/05/2026
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 MIKADO MERCHANTS PRIVATE LIMITED [herein after known as Company] bearing CIN U51909MH2005PTC158441, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 7, FLOOR-6, PLOT 87, 731/2, AIR CONDITION MARKET BUILDING, PANDIT MADAN MOHAN MALVIYA MAR 7, FLOOR-6, PLOT 87, 731/2, AIR CONDITION MARKET BUILDING, PANDIT MADAN MOHAN MALVIYA MAR NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400034
Individual details:
In the matter relating to SHRIGOPAL RAMNATH DHOOT _______
In the matter relating to ANURAG SHRIGOPAL DHOOT _______
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 – Pursuant to the Ministry letter No.8/ 10/2012/ CL-11(WR) dated 13.08.2015 directs to all Regional Directors to conduct an Inquiry u/s 206(4) of the Companies Act, 2013 (hereinafter referred as “the Act”), accordingly IO conducted an inquiry and submitted its inquiry report vide letter dated 30.03.2023. During the inquiry IO observed that as per records furnished by the Company, it is seen that pages of minutes of Board and General meetings are not consecutively numbered for the financial years from 2015- 16 to 2022-23. Thus, the company and its directors have violated provisions of section 118(1) of Companies Act, 2013 read with Secretarial Standards issued by ICSI. Therefore, the Company and its Directors are liable for action under section 118(11) of the Act.
In the present case violation is for FY 2015-16 to 2022-23, hence the period of violation is considered to commence from 31.03.2016.
2. The Noticees, except Mr Anurag Dhoot, did not request for an E- hearing. However, in view of technical issues during evolutionary stage of E-adjudication portal, E-hearing could not be scheduled. Further, Noticees have admitted the default in their reply, thus, the Adjudicating officer is of the view that no E-hearing was required in the instant case.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/11-2024/MB/00173 dated 21.11.2024 was issued to the Company and its Officers in default namely Mr. SHRIGOPAL RAMNATH DHOOT, Director (DIN: 00265804), Mr. ANURAG SHRIGOPAL DHOOT , Director (DIN: 00265878) (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 06.12.2024 on E-adjudication portal and admitted the default.C.The Noticees, except Mr Anurag Dhoot, did not request for an E- hearing. However, in view of technical issues during evolutionary stage of E-adjudication portal, E-hearing could not be scheduled. Further, Noticees have admitted the default in their reply, thus, the Adjudicating officer is 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 reply to the Show Cause notice issued on 21.11.2014 that pages of minutes book of board meeting and General meeting are not serially numbered.c.On perusal of E-form MGT-7 filed for FY 2015-2016, it is observed that 7 board meetings were held that is on 05.07.2015, 15.08.2015, 05.09.2015, 07.09.2015, 27.10.2015, 25.12.2015 and 25.03.2016. Further, Annual General Meeting was held on 30.09.2015. Thus, the Company and the Officers in default are liable for penal action under Section 118(11) of the Act for every board meeting and Annual General 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 31.03.2016 (end date of Financial year) till onwards as ongoing violation 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 05.07.2015 and for the default made with respect to other meetings respectively for maintaining minutes of board meeting and General Meeting mentioned above and for FY 2017-2018 to 2022-2023 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. SHRIGOPAL RAMNATH DHOOT, Director (DIN: 00265804), Mr. ANURAG SHRIGOPAL DHOOT , Director (DIN: 00265878) shall be liable for a penalty of Rs.5,000/-(Rupees Five Thousand only) under the provisions of Section 118(11) of the Act. F.I have explored the applicability of provisions of Section 446B of the Act on the date of the default that is 05.07.2015. It is emphasized that prior to the commencement of the Companies (Amendment) Act, 2020 on 22.01.2021, the benevolent provision of Section 446B of the Act was applicable only to the defaults under Sections 92(5), 117(2) and 137(3) of the Act, as it is a settled principle of law that amended provisions of law apply prospectively unless law itself provides for retrospectives application. Thus, the benefit of Section 446B while levying penalty may not be extended to the noticees for default under Section 118(10) read with 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, 1980 (56 of 1980), and approved a such by the Central Government during the relevant period.G.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. SHRIGOPAL RAMNATH DHOOT, Director (DIN: 00265804), Mr. ANURAG SHRIGOPAL DHOOT , Director (DIN: 00265878) 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, 1980 (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 | MIKADO MERCHANTS PRIVATE LIMITED having CIN as U51909MH2005P TC158441 | NA | 25000 | 0 | 25000 |
| 2 | SHRIGOPAL RAMNATH DHOOT having DIN as 00265804 | NA | 5000 | 0 | 5000 |
| 3 | ANURAG SHRIGOPAL DHOOT having DIN as 00265878 | NA | 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 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 I
