The Registrar of Companies (ROC) Delhi, exercising powers under Section 454 of the Companies Act, 2013, issued an adjudication order on October 9, 2025, imposing a cumulative penalty of Rs. 40,000 on ROSMERTA AUTOTECH LIMITED and three of its directors. The penalty was levied for the company’s non-compliance with Section 118(11) of the Act, read with Secretarial Standards (SS-1 and SS-2), concerning the proper maintenance of statutory records. The specific default was identified during an inspection, which revealed that the minutes of the board meetings for the Financial Year 2014-15 were maintained without serially numbered. This omission constituted a violation of the mandatory requirements for recording company proceedings. Section 118(11) stipulates a penalty of Rs. 25,000 on the company for such a default, and Rs. 5,000 on every officer found to be in default.
During the adjudication process, the company and the officers in default, including Pankaj Madan, Sandeep Malik, and Akhil Gupta, submitted a reply requesting that the non-compliance be adjudicated without penalty. They argued that the lapse was unintentional and highlighted the steps taken toward rectification. The company also specifically contended that Director Akhil Gupta, having been appointed in September 2024, was not an officer in default since the violation occurred during FY 2014-15. However, the ROC proceeded with the imposition of the statutory penalty based on the provisions of Section 118(11).
The final penalty breakdown resulted in Rs. 25,000 being imposed on ROSMERTA AUTOTECH LIMITED and Rs. 5,000 on each of the three directors listed in the penalty table, leading to the total fine of Rs. 40,000. The order mandates that the company and the penalized officers pay the respective amounts via the e-Adjudication facility within 90 days of receiving the order. It was explicitly directed that the penalty imposed on the directors must be paid from their personal sources/income. The company and the officers retain the right to file an appeal against this order with the Regional Director, RD Noida, within a period of sixty days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708 E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/10-2025/DL/00727 Dated: 09/10/2025
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 ROSMERTA AUTOTECH LIMITED [herein after known as Company] bearing CIN U74899DL1987PLC027962, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 402, 4TH FLOOR, WORLD TRADE TOWER BARAKHAMBA LANE CONNAUGHT PLACE NEW DELHI CENTRAL DELHI DELHI INDIA 110001
Individual details:
In the matter relating to PANKAJ MADAN [herein after known as individual] having DIN 02614589 and having its address at ____ UTTAR PRADESH INDIA 201001
In the matter relating to SANDEEP MALIK [herein after known as individual] having DIN 02698183 and having its address at ____ DELHI INDIA 110015
In the matter relating to AKHIL GUPTA [herein after known as individual] having DIN 09285050 and having its address at ____ DELHI INDIA 110092
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 – As per the facts of the case mentioned in petition the default found to be committed U/S 118 of the Companies Act, 2013 r/w SS-1 and SS-2 on the basis of inspection conducted in the matter of subject company wherein following observation was raised in para 24 of preliminary findings letter issued to the company during inspection for which company applied for adjudication before this forum:
(i)The minutes of the board meetings were maintained without serially numbered for period of FY 2014-15; non-compliance observed for period of FY 2014-15.
The company and the noticee may submit objections/reply, if any.
2. In their reply Company has prayed for E-hearing in the matter, and the matter was listed on dated 02.09.2025 wherein Mr. Suresh Gambhir had appeared on behalf of Company and directors in default.
E. Order:
1. As per the facts of the case mentioned in petition the default found to be committed U/S 118 of the Companies Act, 2013 r/w SS-1 and SS-2 on the basis of inspection conducted in the matter of subject company wherein following observation was raised in para 24 of preliminary findings letter issued to the company during inspection for which company applied for adjudication before this forum:
(i) The minutes of the board meetings were maintained without serially numbered for period of FY 2014-15; non-compliance observed for period of FY 2014-15.
Whereas in response to the e-SCN (SCN/ADJ/04-2025/DL/01070) issued on 07/05/2025, replies were received on 22.05.2025 and 08.10.2025 wherein the company and the officer-in-default requested that the non-compliance may be adjudicated without penalty, considering the unintentional nature of the lapse and the steps taken toward rectification and making good the non-compliance. Further, in their reply they have mentioned that Mr. Akhil Gupta has been appointed as director on 30th September 2024 (i.e. post occurrence of the default), hence he is not officer in default in this matter. Hence, the penalty would be imposed on Company and its directors in default as per the provisions of Section 118(11) of the Companies Act, 2013.
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 | ROSMERTA AUTOTECH LIMITED having CIN as U74899DL1987P LC027962 | 25000 | 0 | 25000 | |
| 2 | PANKAJ MADAN having DIN as 02614589 | 5000 | 0 | 5000 | |
| 3 | SANDEEP MALIK having DIN as 02698183 | 5000 | 0 | 5000 | |
| 4 | AKHIL GUPTA having DIN as 09285050 | 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 Noida 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.
Seema Rath,
Registrar of Companies
ROC Delhi
