Amended SS-1 Doesn’t Require Meeting Dates in Director’s Report – Penalty Unwarranted: Hyderabad RD

The Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad, issued an order on August 1, 2025, concerning an appeal filed by Stanley Lifestyles Limited and its directors. The appeal challenged an adjudication order from the Registrar of Companies (ROC), Bangalore, dated March 25, 2025.

The original ROC order had imposed a total penalty of Rs. 1,20,000 on Stanley Lifestyles Limited (Rs. 75,000) and its directors, Ms. Subha Sunil (Rs. 15,000), Mr. Sunil Suresh (Rs. 15,000), and Mr. Jitesh Bansal (Rs. 15,000), for violations of Section 118(10) and 118(11) of the Companies Act, 2013. The violation specifically related to the non-disclosure of board meeting dates in the Director’s Report for the financial years 2018-19, 2019-20, and 2020-21, as per Secretarial Standard – 1 (SS-1).

During the appeal hearing on July 24, 2025, the company’s authorized representative argued that the Secretarial Standards were amended in 2017, removing the requirement to disclose the number and dates of board and committee meetings and attendance by directors. Based on this clarification, the Regional Director concluded that there was no violation of the Companies Act or SS-1. Consequently, the Regional Director set aside the original adjudication order issued by the ROC Bangalore.

No:9/28/ADJ/SEC.118(10) of 2013/ROC(B)/RD(SER)/2025
BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION
MINISTRY OF CORPORATE AFFAIRS, HYDERABAD
IN THE MATTER OF COMPANIES ACT, 2013
IN THE MATTER OF STANLEY LIFESTYLES LIMITED

1. M/s. STANLEY LIFESTYLES LIMITED
SY No. 16/2 and 16/3 Part,
Hosur Road, Veerasandra Village,
Attibele Hobli, Anekal Taluk,
Bangalore, Karnataka — 560100.

2. Ms. Subha Sunil
3. Sunil Suresh
4. Jitesh Bansal ……………………….  Appellants

Date of hearing: 24.07.2025
Present: Mr. Vinu Thomas, Company Secretary in Practice.

ORDER

1. M/s. STANLEY LIFESTYLES LIMITED has filed an appeal under section 454(5) of the Companies Act, 2013 along with the above appellants in e-form ADJ vide SRN AB4223898 dated 25.05.2025 against the adjudication order issued vide F. No. ROCB/Adj.454-118(10)/Stanley Lifestyle/Co.No.044090/2025/6668 to 6671 dated 25.03.2025 under section 454(5) of the Companies Act, 2013 read with section 118(10) of the Companies Act 2013 passed by the Registrar of Companies, Bangalore.

2. Registrar of Companies in his Adjudication order dt. 25.03.2025 has stated after considering the facts and circumstances of the case that the company and its directors are liable to penalty as prescribed under Section 118(11) of the

Act for violation of Section 118(10) of the Companies Act, 2013. Further, Registrar of Companies, Bangalore _.passed an order dated 25.03.2025 after hearing Mr. Vamsikrishna. K & Mr. Vinu Thomas, Practising Company Secretaries on 06.03.2025 and by fixing a penalty as under:

3. The matter was heard on 24.07.2025. Mr. Vinu Thomas, Company Secretary in Practice/Authorized representative has attended the personal hearing on behalf of the applicants on 24.07.2025 before the Regional Director.

4. That it was explained by the Authorized Representative that in 2017 the Secretarial Standards were amended, deleting the requirement of disclosing the no. and dates of meeting -of the Board and committees held during the financial year indicating the number of Meetings attended by each directors. The Company followed the latest SS and did not disclose the date of Board Meetings.

5. The violation relates to non-disclosure of the date of Board Meetings in the Director’s Report as required by SS-1 in the Director’s Report relating to 2018­19, 2019-20, and 2020-21. Since the SS-1 had been amended and there was no requirement to disclose the dates of the meetings, there is no violation. Hence the order of AO is set aside.

Issued on this 1^st day of August, 2025.

RICHA KUKREJA
REGIONAL DIRECTOR(S.E.R.)
HYDERABAD