Registrar of Companies (ROC), Mumbai, has imposed penalties on Dystar India Private Limited and its officer, Ms. Kavita Saurabh Chube, for violation of Section 118(11) of the Companies Act, 2013. The matter arose following an inspection ordered by the Ministry of Corporate Affairs in December 2023, with findings submitted in January 2025. The inspection noted irregularities in maintaining minutes of the company’s 121st board meeting held on September 13, 2024.
According to Rule 25(1)(b) of the Companies (Management and Administration) Rules, 2014, minutes of meetings must be entered within 30 days. The company stated that the minutes were entered on October 10, 2024, within the prescribed time, and subsequently signed by the chairman of the next meeting on December 12, 2024, in line with Secretarial Standards. The adjudicating officer accepted that no default had occurred with respect to timely entry. However, discrepancies were noted in compliance with Section 118(10), which mandates adherence to secretarial standards.
It was observed that while the 122nd board meeting was held in Germany, the minutes of the 121st meeting were signed in Singapore by the chairman of the earlier meeting, not by the chairman of the subsequent meeting as required under Secretarial Standard 1 (SS-1). Since the company failed to provide minutes of the 122nd meeting for verification, the ROC held that the signing of the 121st meeting minutes was not compliant.
Accordingly, a penalty of ₹25,000 was imposed on the company and ₹5,000 on Ms. Chube. The penalty must be paid within 90 days via the MCA’s e-Adjudication portal. Appeals, if any, may be filed with the Regional Director, Mumbai, within 60 days. Non-payment may attract further penal consequences under Section 454(8) of the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645, E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/09-2025/MB/00641 Dated: 09/09/2025
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 DYSTAR INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U24114MH1995PTC094620, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 4th Floor, Coral Square, Vijay Garden Naka, Ghodbunder Road, Thane (West). NA Mumbai Thane Maharashtra India 400615
Individual details:
In the matter relating to KAVITA SAURABH CHUBE [herein after known as individual] having PAN AVXPP2345K and having its address at 1002, JUNIPER, EVEREST WORLD COMPLEX, KOLSHET ROAD THANE WEST THANE Maharashtra India 400607
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 – Whereas the Ministry vide its letter No. CL-II-08/79/2023-O/o-DGCoA-MCA dated 29/12/2023 had ordered an Inspection in the matter of the Company. Accordingly, the Inspection was carried out and an Inspection Report was submitted on 17/01/2025.
And whereas, as per rule 25(1)(b) of Companies (Management and Administration) Rule, 2014, the minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within thirty days of the conclusion of the meeting.
The IO, on perusal of records of the Company observed that, the 121st meeting was held on 13.09.2024 and the minutes of the said meeting were signed in Singapore on 12.12.2024 i.e. after expiry of thirty days in contravention of rule 25(1)(b) of Companies (Management and Administration) Rule, 2014 read with Section 118 of Companies Act, 2013.
2. Acceding to the request of noticee no. 2, the Adjudicating Officer granted and opportunity of ;being heard to both the noticees under the provisions of section 454(4) of the Companies Act, 2013
E.Order:
1. A.A Show Cause notice bearing ID SCN/ADJ/06-2025/MB/01662 dated 11/06/2025 was issued to Company (hereinafter referred as Noticee No. 1) and its Officer in default namely, Ms. Kavita Chube (hereinafter referred as Noticee No. 2) under Section 118(11) for default under Section 118(1) of the Companies Act, 2013 read with Rule 25(d) of Companies (Management and Administration) Rules, 2014 (hereinafter referred as the Rules) with respect to delay in entry of minutes of proceedings after the conclusion of meeting. B.Noticee No. 2 replied to the said show cause notice on the e-adjudication portal vide letter dated 25.06.2025 and stated as follows (i)the minutes of 121st meeting held on 13.09.2024 were entered in the Minute Book on 10.10.2024, within 30 days and was to be signed by the Chairman of the next meeting on 12.12.2024 in accordance with the provisions of Rule 25(1)(d) of the Rules (ii)the Minutes of the 121st meeting was signed in the next meeting by the Chairman of the next meeting, in accordance with Secretarial Standard 7.6 Signing and dating Minutes of SS-I. a copy of the Minute Book containing the Minutes of 121st meeting dated 10.10.2024 was also annexed with the reply. C.Acceding to the request of the Noticee No. 2, an opportunity of being heard was granted by the Adjudicating Officer to the Company and its Officer in default under provisions of Section 454 (4) of the Act. Accordingly, an E-hearing was scheduled on 17.07.2025 at 04:50 PM (IST) and notice bearing ID: EH/ADJ/07-2025/MB/00562 Dated 11.06.2025 was issued for the same. D. The scheduled hearing was attended by the Ms. Kavita Chube (Noticee No.2), on behalf of all the Noticees, who submitted as follows: i. that the Company has not committed default under section 118 read with Rule 25(1)(b) of the Companies (Management and Administration) Rules, 2014 as that the minutes of 121st meeting that was held on 13.09.2024 were entered in the Minute Book on 10.10.2024, that is within 30 days of the meeting and in compliance with the provisions of Rule 25(1)(b) of the Rules ii.that as per Secretarial Standard 7.6 Signing and dating of Minutes of SS-1 the said minutes were signed by the Chairman of the next meeting on date of next meeting that is 12.12.2024.The adjudicating officer also enquired about the place and chairmanship of the subsequent meeting held on 12.12.2024 and directed the Noticee No.2 to submit the minutes of the said subsequent meeting. E.Upon perusal of the IO report and submissions made by Noticee No.2, it is observed that the minutes of 121st meeting held on 13.09.2024 were entered in the Minute Book on 10.10.2024, within 30 days therefore no default under Section 118 of the Act read with Rule 25(1)(b) of the Rules is made out. F. However, it is observed from the IO report that the 122nd meeting was held in Germany while the place of signing of 121st meeting is mentioned as Singapore and the said minutes are signed by Mr. Yulin Xu who was the Chairman for 121st meeting. Further, Noticee No.2 failed to submit the minutes of 122nd meeting for verification. Thus, it is observed that the minutes of 121st meeting were not signed by the Chairman of the next meeting at the next meeting, in contravention of provisions of Section 118(10) of the Act read with Secretarial Standard 7.6 (Signing and dating of Minutes) of Secretarial Standard-1. G. Whereas Section 118(10) of the Act reads as follows: 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.H.Accordingly, the Company and its Officer in default shall be liable under the provision of Section 118(11) of the Act for default under Section 118(10) of the Act read with Secretarial Standard 7.6 of Secretarial Standard-I. Now therefore I hereby impose the penalty of sum of Rs. 25, 0 /-(Rupees Twenty Five Thousand Only) on the Company and sum of Rs. 5,000 (Rupees Five Thousand Only) on the Officer in default, Ms. Kavita Chube under the provisions of Section 118(11) of the Act.
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 | DYSTAR INDIA PRIVATE LIMITED having CIN as U24114MH1995P TC094620 | No Rectification of Default required | 25000 | 0 | 25000 |
| 2 | KAVITA SAURABH CHUBE having PAN as AVXPP2345K | No Rectification of Default required | 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
