The document is an adjudication order issued by the Registrar of Companies, Delhi II under Section 454 of the Companies Act, 2013 for violation of Section 118(11) arising from non-compliance with Section 118(10) read with Secretarial Standards SS-1 and SS-2. The company admitted deficiencies in the minutes of a Board Meeting held on 29.07.2024 and an Extraordinary General Meeting held on 21.08.2024, including non-circulation of draft minutes, omission of serial numbers in the attendance register, non-recording of roll call for video conferencing, absence of conclusion time, incorrect recording of proposer and seconder, incomplete designation of directors, non-recording of documents available for inspection, and ambiguity regarding the election of the chairman. Although the company subsequently rectified the defaults by filing corrected minutes through e-Form GNL-2, the Registrar held that rectification did not remove liability for the contraventions already committed and rejected the request to restrict liability only to the company and the Managing Director, noting that the defaults occurred before his appointment. Treating the two meetings as separate contraventions and extending the benefit of Section 446B applicable to a small company, the Registrar imposed a total penalty of ₹25,000 on the company and ₹5,000 on each director in default, with directions for payment within 90 days and a right of appeal before the Regional Director, Delhi.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/06-2026/DC/02384 |Dated: 22/06/2026
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 withCompanies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to FUTURENSE TECHNOLOGIES PRIVATE LIMITED [herein after known as Company] bearing CIN U74999DL2020PTC440942, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4435-36/4, 1ST FLOOR, ANSARI ROAD DARYA GANJ NEW DELHI CENTRAL DELHI DELHI INDIA 110002
Individual details:
In the matter relating to VARUN JAIN ________
In the matter relating to HARSH JAIN _________
In the matter relating to RAGHAV GUPTA _________
In the matter relating to VIKAS 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:
Default committed by the officers in default/noticee – This office is in receipt of suo-moto an application for adjudication u/s 454 of the Companies Act, 2013 for adjudication of penalties for non-compliance of Section 118(10) of the companies Act, 2013 read with SS-1 and SS-2.
As per application, a board meeting was held on 29.07.2024 and minutes of the meeting were recorded. However, there were following non-compliance of SS-1 in the minutes maintained:
- Non circulation of draft minutes of meeting (clause 7.4 of SS-1)
2. Omission of serial number in attendance register (clause 4.1.2 of SS-1)
3. Non-recording of roll call for VC (clause 7.2.2.1 of SS-1)
4. Absence of conclusion time of minutes (clause 7.2.2.1)
Further, an extra ordinary General meeting was held on 21.08.2024 and the minutes of the meeting were recorded.
However, there were following non-compliance of SS-2 in the minutes maintained:
1. Non-recording of proposer and incorrect recording of seconder
2. Incomplete recording of designation of directors
3. Non-recording of documents which available for inspection to shareholders in the meeting
4. Ambiguity in recording the election of chairman of the meeting
Thus, the adjudicating officer has reasonable cause to believe that the company and its officers have defaulted u/s 118(10) of Companies Act, 2013. Thus, you need to show cause as why penalty under section 118(11) of the CA, 2013 should not be imposed for the said non-compliance. Further, the company and its officers needs to clarify how the mentioned defaults will be made good.
Note: As the default is related to non-compliance of SS-1 & SS-2 in two distinctive meetings, separate penalty shall be imposed for each default.
2. company has not sought hearing
Order:
1. Whereas, the provisions of Section 118(10) of the Companies Act, 2013 mandate that every company shall observe Secretarial Standards with respect to General Meetings and Meetings of the Board of Directors specified by the Institute of Company Secretaries of India and approved by the Central Government.Whereas, upon examination of the records of the company, it was observed that the company had failed to comply with the applicable provisions of Secretarial Standard 1 and Secretarial Standard 2 in respect of the meetings held on 29.07.2024 and 21.08.2024, thereby attracting the provisions of Section 118(10) of the Companies Act, 2013.Whereas, accordingly, an e Show Cause Notice dated 22.05.2026 was issued to the company and its officers in default under Section 454 of the Companies Act, 2013 for violation of Section 118(10) read with Secretarial Standard 1 and Secretarial Standard 2.Whereas, in response to the said notice, the company submitted that the default has been rectified by filing corrected minutes in e Form GNL 2 vide SRN AC3751872. The company further submitted that Mr. Vikas Gupta had been appointed as Managing Director with effect from 12.03.2025 and requested that the liability, if any, may be confined to the company and the said Managing Director.The reply and records available on MCA portal have been examined.It is observed that the company has admitted the default and has subsequently rectified the same by filing corrected minutes. However, subsequent rectification of the default does not absolve the company and its officers from liability for the contravention already committed.It is further observed from the records available on MCA portal that Mr. Vikas Gupta was appointed as Managing Director with effect from 12.03.2025 and the corresponding Form DIR 12 was filed vide SRN AB3240880. However, the defaults under consideration pertain to the meetings held on 29.07.2024 and 21.08.2024, which were conducted prior to his appointment as Managing Director.Further, during the relevant period of default, the company did not have any Key Managerial Personnel. Therefore, in terms of Section 2(60) of the Companies Act, 2013, the directors who were on the Board of the company at the time of occurrence of the default are liable as officers in default. Accordingly, the request of the company to restrict liability only to the company and Mr. Vikas Gupta is not acceptable and the same is rejected.It is also observed that the contraventions relate to two separate meetings held on 29.07.2024 and 21.08.2024. Since compliance with Section 118(10) read with Secretarial Standard 1 and Secretarial Standard 2 is required independently in respect of each meeting, the non compliance relating to each meeting constitutes a separate contravention.Further, upon examination of the financial particulars and filings made by the company, it is observed that the company falls within the definition of a Small Company as provided under Section 2(85) of the Companies Act, 2013. Accordingly, the benefit of Section 446B of the Companies Act, 2013 is available to the company and its officers in default.Having considered the facts and circumstances of the case, I am satisfied that the company and its officers in default have contravened the provisions of Section 118(10) of the Companies Act, 2013.Section 118(11) of the Companies Act, 2013 provides that in case of any default in complying with the provisions of Section 118, 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.Considering that the present matter involves two separate contraventions relating to two distinct meetings and after extending the benefit available under Section 446B of the Companies Act, 2013, a penalty of Rs 25,000 (Rupees Twenty Five Thousand only) is imposed upon the Company and a penalty of Rs 5,000 (Rupees Five Thousand only) is imposed upon each direc who was on the Board of the company at the time of occurrence of the defaults.
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 | FUTURENSE TECHNOLOGIES PRIVATE LIMITED having CIN as U74999DL2020P TC440942 | 12500 | 12500 | 25000 | |
| 2 | VARUN JAIN having DIN as
00963549 |
2500 | 2500 | 5000 | |
| 3 | HARSH JAIN having DIN as
03319672 |
2500 | 2500 | 5000 | |
| 4 | RAGHAV
GUPTA having DIN as 08811727 |
2500 | 2500 | 5000 | |
| 5 | VIKAS GUPTA having DIN as
00005529 |
2500 | 2500 | 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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
