Registrar of Companies (ROC), Mumbai, passed an adjudication order dated 09 September 2025 against Dystar India Private Limited and certain directors for violation of Section 118(11) of the Companies Act, 2013. The case arose following an inspection ordered by the Ministry of Corporate Affairs, which revealed that the minutes of a board meeting held on 29 March 2018, chaired through video conferencing, were signed without mentioning the date of entry and date of signature, contravening Rule 25(1)(b) of the Companies (Management and Administration) Rules, 2014. Show cause notices were issued to the company and its officers, and an e-hearing was conducted in July 2025, where the company’s authorized representative admitted the default. During proceedings, the company also informed about the death of its Company Secretary, Ms. Amitava Mukherjee, and the resignation of director Mr. Bin Luo. Considering these factors, no penalty was imposed on them.
The adjudicating officer imposed a penalty of ₹25,000 on Dystar India Pvt Ltd and ₹5,000 each on directors Eric Hopmann, Yalin Xu, Yao Jianfang, and Manishkumar Pravinchandra Kiri. The penalty must be paid within 90 days via the MCA e-adjudication portal, from personal sources of the officers. The order also provides a right of appeal to the Regional Director, Mumbai, within 60 days. Non-payment within the stipulated period will 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/00640 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.
1. 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..
2. 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 MANISHKUMAR PRAVINCHANDRA KIRI [herein after known as individual] having DIN 00198284 and having its address at 53, Manekbaug Society S.M. road, Ambawadi Ahmedabad Ahmedabad Gujarat India 380015
In the matter relating to YALIN XU [herein after known as individual] having DIN 03610804 and having its address at 929 BUKIT TIMAH ROAD #03-21 SINGAPORE NA Singapore 0
In the matter relating to YAO JIANFANG [herein after known as individual] having DIN 07376012 and having its address at No. 9-33-2, Jianhu Village Dongpu Town Shaoxing City Yuecheng District NA China 0
In the matter relating to ERIC HOPMANN [herein after known as individual] having DIN 07928920 and having its address at Hainstrasse 23, D-61476 Kronberg im Taunus, Germany NA Germany 0
In the matter relating to AMITAVA MUKHERJEE [herein after known as individual] having DIN 00003285 and having its address at 52 PANCHSHEEL 64 PALI HILL NARGIS DUTT ROAD BANDRA WEST MUMBAI Maharashtra India 400050
In the matter relating to BIN LUO [herein after known as individual] having DIN 07902498 and having its address at NO. 1996, ZHANGYANG ROAD, PUDONG NEW AREA SHANGHAI NA China 0
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.
Further, the IO, observed that, the minutes of Board Meeting held on 29.03.2018 chaired by Sh. Yalin Chen Xu through Video conferencing from Singapore were signed without mentioning the date of entry and date of signature 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 Mr. MANISHKUMAR PRAVINCHANDRA KIRI, the adjudicating officer granted an opportunity of being heard to the noticees under section 454(4) of the Companies Act, 2013
E. Order:
1. A. A Show Cause notice bearing ID SCN/ADJ/06-2025/MB/01674 dated 11/06/2025 was issued to Company and its Officers in default namely, Erin Hoppman, Yalin Xu, Yao Jianfang, Manishkumar Kiri, Bin Luo, Amitava Mukherjee (hereinafter referred as ?the Noticees?) under Section 118 of the Companies Act, 2013 read with Rule 25(1)(b) of Companies (Management and Administration) Rule, 2014 (hereinafter as ?the Rules?).
B. Further, an opportunity of being heard was granted by the Adjudicating Officer to the Noticees under the provisions of Section 454 (4) of the Act. Accordingly, an E-hearing was scheduled on 17.07.2025 at 04:40 PM (IST) and notice bearing ID: EH/ADJ/07-2025/MB/00553 Dated 11.06.2025 was issued for the same.
C. The said hearing was attended by Ms. Kavita Chube as Authorized Representative of all the Noticees. During the hearing, she admitted that the Company had committed default under the aforementioned provisions and informed the Adjudicating Officer regarding the death of Ms. Amitava Mukherjee (Company Secretary) and resignation of Mr. Bin Luo (Director).
D. Further, an email dated 18.07.25 was sent by the company wherein the following documents were attached (1) copy of the Death Certificate of Ms. Amitava Mukherjee, and (2) copy of form DIR-11 with respect to resignation of Mr. Bin Luo along with Board Resolution passed for acceptance of the Resignation of Mr. Bin Luo.
E.As per the provisions of Rule 25(1)(b) of the Rules, 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. In the instant case, the noticees have admitted that the Minutes of Board Meeting held on 29.03.2018 were signed without mentioning the date of entry and date of signature.
F. Thus, the Company is in default, and the Company and its officers who are in default shall be liable under the provisions of Section 118 of the Act.
G. Now therefore, I hereby impose a penalty of sum of Rs. 25,000 /-(Rupees Twenty Five Thousand Only) on the Company and a sum of Rs. 5,000/- (Rupees Five Thousand Only) each on its every Officer who is in default namely, Erin Hoppman (Alternate Director), Yalin Xu (Director), Yao Jianfang (Director), and Manishkumar Kiri (Director) under the provisions of Section 118 (11) of the Act. No penalty is imposed on Ms. Amitava Mukerjee on account of her death and Mr. Bin Luo on account of his resignation.
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 | MANISHKUMAR PRAVINCHANDR A KIRI having DIN as 00198284 | No Rectification of default required | 5000 | 0 | 5000 |
| 3 | YALIN XU having DIN as 03610804 | No Rectification of default required | 5000 | 0 | 5000 |
| 4 | YAO JIANFANG having DIN as 07376012 | No Rectification of default required | 5000 | 0 | 5000 |
| 5 | ERIC HOPMANN having DIN as
07928920 |
No Rectification of default required | 5000 | 0 | 5000 |
| 6 | AMITAVA MUKHERJEE having DIN as 00003285 | No Rectification of default required | 0 | 0 | 5000 |
| 7 | BIN LUO having DIN as 07902498 | No Rectification of default required | 0 | 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
