The Registrar of Companies, Madhya Pradesh, issued an order on July 29, 2021, regarding an adjudication proceeding under Section 118(11) of the Companies Act, 2013, concerning M/s DESATAN IRON & STEEL PRIVATE LIMITED. The company failed to maintain complete minutes of General Meetings since its incorporation, violating Section 118(1) of the Act. Consequently, penalties were imposed on the company and its officers in default.
The Ministry of Corporate Affairs appointed the adjudicating officer for this matter, who observed that the company only provided minutes of General Meetings for the last three years (2014 to 2017) instead of since its inception. Despite issuing a Show Cause Notice and subsequent inquiries, the company’s response was deemed unsatisfactory.
During the hearing, the company submitted its reply, stating that it maintains General Meeting minutes and other statutory records regularly. However, the company failed to provide the required minutes at the time of notice, leading to a contravention of Section 118(1) of the Act.
Based on the facts presented, penalties were imposed as follows:
- On the company: Rs. 25,000/-
- On Mr. Jugal Chandrakant Thacker (Director): Rs. 5,000/-
- On Mr. Mateen Alam Khan (Director): Rs. 5,000/-
The penalties were considered commensurate with the failure committed. It was directed that the penalties be paid through the Ministry of Corporate Affairs portal, and failure to pay could lead to further penalties or even imprisonment, as per Sections 454(8)(i) and 454(8)(ii) of the Companies Act, 2013.
The order also informed the parties of their right to appeal within sixty days to the Hon’ble Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad, using the prescribed form and accompanied by a certified copy of the order.
A copy of the order was sent to M/s DESATAN IRON & STEEL PRIVATE LIMITED, its directors, and the Regional Director (NWR), Ahmedabad. Additionally, it was to be uploaded on the Ministry of Corporate Affairs website.
In conclusion, the order disposed of the adjudication notice, outlining the penalties imposed for the company’s failure to maintain complete minutes of General Meetings and providing instructions for further action or appeals.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Office of The Registrar of Companies, Madhya Pradesh
Sanjay Complex, ‘A’ Block, r Floor,
Jayendraganj, Gwalior — 474009.
Order No. ROC-G/Adj-Penalties/Order/S.118(1)/2021/803 To 806 Dated: 29 JUL 2021
In the matter of the Companies Act, 2013
And
In the matter of adjudication proceeding under Sub-section (11) of section 118
of the Companies Act, 2013.
And
In the matter of M/s DESATAN IRON & STEEL PRIVATE LIMITED
(CIN No U51420MP2004PTC033843)
1. M/S. DESATAN IRON & STEEL PRIVATE LIMITED,
Delha Mod, Next To Indian Oil Petrol Pump,
P.O Sarla Nagar, Satna – 485 772,
Madhya Pradesh, India.
2. Jugal Chandrakant Thacker,
(Director) (30.07.2008 To 28.03.2019)
3. Mateen Alam Khan,
(Director) (From 01.10.2014)
……………………. Respondent
Date of Hearing: 29th of July 2021
Appointment of Adjudicating Officer
1. The Ministry of Corporate Affairs vide its gazette notification no OS.831(E) dated 24.03.2015, has appointed the undersigned as Adjudicating Officer(AO) in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
Company
2. WHEREAS, M/s. DESATAN IRON & STEEL PRIVATE LIMITED (herein after referred to as the “company”) is a company having the CIN (U51420MP2004PTC033843) registered under the provisions of the Companies Act, 1956/2013 (hereinafter referred to as the “Act”) in the state of Madhya Pradesh and having its registered office situated at Delha Mod, Next to Indian Oil Petrol Pump, PO Sarlanagar, Satna, Madhya Pradesh – 485772, India.
Facts of the case
3. WHEREAS, during the inquiry of books of accounts of the company, it is observed that the company was asked to submit the complete Minutes Books of General Meeting since incorporation, instead of providing the Minutes Books since incorporation, the company has provided the Minutes Books for only last three years (2014 to 2017). Thus, it appears that the company has failed to maintain the Minutes Books since incorporation. Therefore, the provisions of the Section 118(1) of the Act, have been contravened and every officer of the company who is in default as the case may be, have rendered themselves liable for penal provisions u/s 118(11) of the Act. Subsequently, this office had issued Show Cause Notice for violation of Section 118 (1) of the Companies Act 2013 vide letter no. ROC-Gwalior/Adj.Penalties/2021/466-468 dated 24.06.2021 to the Company and its officers in default. The Company and its directors had submitted reply dated 07.07.2021 which is received on 15.07.2021. However, the reply of the company is not satisfactory.
4. Thereafter, “Notices for Inquiry” vide No. RoC-Gwalior/Adj.Penalties/2021/ 672-674 dated 16.07.2021 were issued to the Company and its officers in default as per [Rule 3(3), Companies (Adjudication of Penalties) Rules 2014] and the date of hearing was fixed on 29.07.2021 at 02:30 PM in the Office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A block-III floor, Jayendraganj, Gwalior.
5. CS Neeraj Agarwal as representative of the Company and its Directors/ officers in default has appeared on the date so fixed. CS Neeraj Agarwal has also submitted the company reply dated 27.07.2021 along with the copy of minutes. Company has passed a Board Resolution dated 26.07.2021 and authorized him to appear and attend the adjudication proceedings on behalf of the company.
Order
6. Having Considered the facts and circumstances of the case and after taking into account the factors above, as it is observed that at the time of notice sent by this office company has not sent the Minutes of General Meeting since incorporation, whereas, only submitted Minutes for four years. However, company has submitted its reply dated 27.07.2021 stating that company is maintaining the minutes of General Meeting and all other statutory records on regular basis and submitted copy of Minutes of General Meeting. Thus, it appears that at the time of notice company has not provided the copy of minutes of General Metting as asked by this office. Therefore, the provisions of the Section 118 (1) of the Act, have been contravened and every officer of the company who is in default as the case may be, have rendered themselves liable for penal provisions u/s 118 (11) of the Act in company namely M/S DESATAN IRON & STEEL PRIVATE LIMITED.
7. Accordingly, I am inclined to impose a penalty as prescribed under Sub-section (11) of Section 118 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| Nature of Default | Relevant section under the Companies Act, 2013. | Name of persons on whom penalty is imposed | Penalty for default mentioned in section 118(11) Of the Act. | Final Penalty imposed |
| Minutes of General Meeting 118(10) of the Companies Act, 2013. | S.118(1) | On Company | Rs. 25,000/- | Rs. 25,000/- |
| Mr. Jugal Chandrakant Thacker, (Director) |
Rs. 5,000/- | Rs. 5,000/- | ||
| Mr. Mateen Alam Khan, (Director) | Rs. 5,000/- | Rs. 5,000/- |
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.
8. Appeal against this order may be filed in writing with the Hon’ble Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in Form ADJ (available on Ministry website mca.gov.in setting forth 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 (Adjudicating of Penalties) Rules, 2014).
9. Your attention is also invited to Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount ,the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees and officer in default shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or both.
10. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of the order is being sent to M/S DESATAN IRON & STEEL PRIVATE LIMITED, Delha Mod, Next To Indian Oil Petrol Pump, P.O Sarla Nagar, Satna – 485 772, Madhya Pradesh, India, Mr. Jugal Chandrakant Thacker, (Director) (30.07.2008 To 28.03.2019), Mr. Mateen Alam Khan, (Director) (From 01.10.2014) and Regional Director (NWR), Naranapura, Ahmedabad and will also be uploaded on MCA Website.
The adjudication notice stands disposed off with this order.
(Rajpal Singh)
Registrar of Companies & Adjudicating officer,
Madhya Pradesh, Gwalior.
Signed on this 29th day of July, 2021.
Place: Gwalior, Madhya Pradesh.
