Ministry of Corporate Affairs (MCA) has imposed a penalty on Chandrabangshi Nidhi Limited for failing to maintain minutes and resolutions of board and general meetings since its incorporation. Following an inspection under Section 206(5) of the Companies Act, 2013, it was found that the company had not complied with Section 118(1). Despite being directed to provide the required documents, the company did not respond. Consequently, the Registrar of Companies, Guwahati, acting as the adjudicating officer, issued a penalty of ₹1,50,000 on the company and ₹30,000 on its Managing Director, Rathindra Das Laskar. The penalty must be paid within 90 days, and an appeal can be filed within 60 days. Non-payment may lead to further fines or imprisonment under Section 454(8).
GOVERNMENT OF INDIA
Ministry Of Corporate Affairs
Office of the Registrar of Companies, North Eastern Region
1st Floor, BSNL Bhawan, Pan Bazar
770-781001/ Guwahati- 781001
FILE NO. ROC/GHY/ADJ/CHANDRABANGSHI/454/2024-25/1244 Dated: 28/01/2025
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GUWAHATI
ORDER IN THE MATTER OF ADJUDICATION OF PENALTY UNDER SECTION 454(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 118(1) OF THE COMPANIES ACT, 2013.
IN THE MATTER OF MIS CHANDRABANGSHI NIDHI LIMITED
(CIN -U65929AS2018PLC018317)
Appointment of Adjudication Authority: –
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A42011/112/2014-Ad. II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred under section 454 of the Companies Act, 2013 [hereinafter known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penalties under the provisions of the Companies Act, 2013.
Company:
2. M/S CHANDRABANGSHI NIDHI LIMITED(herein referred to as ‘the company’) is a company having its registered office at “Ambicapatty Pechai Mia Rod C/O-Subrata Banik & Subir Banik, Cachar, Cachar, Assam, India, 788004” and is registered under the provisions of the Companies Act, 2013 on 16/01/2018. The CIN of the Company is U65929AS2018PLC018317.
Relevant Provisions of the Companies Act, 2013
Section 118(1) of the Companies Act, 2013 states that
Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors of even] committee of the Board, to be prepared and signed in such manner as may be prescribed.
Section 118(11) of the Companies Act, 2013 states that
If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to 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.
Section 454(3) of the Companies Act, 2013
The adjudicating officer may, by an order-
(a) impose the penalty on the company, the officer who is in default, or any other person, as the case may be, stating therein any non-compliance or default under the relevant provisions of this Act; and
(b) direct such company, or officer who is in default, or any other person, as the case may be, to rectify the default, wherever he considers fit.
Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.
Facts About the Case
3. That the Ministry of Corporate Affairs vide letter no. CL-II-3/ 157/2020- 0/ o DGCoA-MCA dated 02.03.2021, in exercise of its power under Section 206(5) of the Companies Act, 2013, directed the inspection of books and papers of M/ s CHANDRABANGSHI NIDHI LIMITED.
During the course of inspection, it was observed that The I.O. had visited the registered office of the company on 06.01.2023. During the physical verification of the registered office and inspection of books and accounts of the company, it is observed that the company has not maintained Minutes and Resolutions of the Board Meetings and General Meetings of the company since its incorporation till date.
The I.O. had given the direction vide letter dated 06.01.2023 to the Managing Director of the company namely, Mr. Rathindra Das Laskar, to provide the minutes of the proceedings of every general meeting of the company and every meeting of its Board of Directors or of every committee of the Board. The Managing Director of the company had requested vide letter dated 06.01.2023, that the company will provide all the information as required/ sought by the I.O. upto 20.01.2023.
But, no such documents/ information have been submitted/ provided by the company and its directors as per the directions of I.O. It means the company has not maintained Minutes and Resolutions of the Board Meetings and General Meetings of the company since its incorporation till date.
Therefore, the company has defaulted in maintaining the minutes of the proceedings of every general meeting of the company and every meeting of its Board of Directors or of every committee of the Board.
The company and its directors have not submitted any reply to the notices of this office. It denotes that the company has nothing to comment in this matter.
In view of the above, the company has violated the provision of section 118(1) of the Companies Act, 2013.
Therefore, the company and all officers of the company who is in default are liable for penal action U/s 118(11) of the Companies Act, 2013.
Show Cause Notice reply and Personal Hearing
4. Registrar of Companies, Guwahati being an adjudicating authority had issued notice of hearing vide file no. ROC/ GHY/ U/S 454/1023-27 dated 27.02.2024 by fixing the hearing on 19.03.2024 at 11.00 am.
However, no one appeared on behalf of respondents at the date of hearing. Accordingly, the Competent Authority has decided the matter on merits. As the said violation has already been concluded by JO during the course of Inspection, it is clear that there is violation of section 118(1) of the Companies Act,2013.
ORDER
5. Having considered the facts and circumstances of the case and after taking into accounts the factors above, the undersigned has reasonable cause to believe the provision of section 118(1) have not been complied with by the company and its officers in default and therefore liable for penal action under section 118(11) of the Companies Act,2013. I hereby impose the following penalty on the company and its officer in default for violation of section 118(1) of the Companies Act,2013
A:-
| Nature of default | Company/ Officers to whom penalty imposed | Financial Year | Total Penalty (Minimum) | Maximum Penalty for default as per section 118(11) of the Companies Act,2013 | Penalty Imposed |
| 1 | 2 | 3 | 4 | 5 | 6 |
| Default in compliance of provision of section 118(1) of the Companies Act,2013 | Company | F.Y 2017-18 to F.Y 2022-23. | 25000X 6= 1,50,000/- | 1,50,000/- | 1,50,000/- |
| Rathindra Das Laskar | F.Y 2017-18 to F.Y 2022-23. | 5000X6= 30,000/- | 30,000/- | 30,000/- | |
| Total | 1,80,000 | ||||
6. The noticee shall pay the amount of penalty individually for the company and its officers from their personal sources/ income by way of e-payment available on Ministry website mca.gov.in under “Pay Miscellaneous Fees” category in MCA fees and Payment Services under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 within 90 days from the date of receipt of this order and copy of this Adjudication order and Challan/SRN generated after payment of penalty through online mode shall be filed in INC-28 under the MCA portal without further reference.
7. On deposit of penalty through online and filing of INC-28 under MCA21 Portal, all proceedings under this section in respect of such default shall be deemed to be concluded in terms of first proviso of Sub-section 3 of Section 454 of the Companies Act, 2013 as the case may be.
8. However, Appeal against this order may be filed in writing with the Regional Director, North Eastern Region, Ministry of Corporate Affairs, 1st Floor, BSNL Bhawan, Pan Bazar, Guwahati-781001, Assam, within a period of sixty days from the date of receipt of this order in Form ADJ setting forth the grounds of appeal and shall be accompanied by the certified copy of this order. [Section 454(5) & 454(6) of the Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014 as amended by Companies (Adjudicating of Penalties) Amendment Rules, 2019].
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, 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 with both.
The adjudication proceeding stands disposed of with this order.
(DIP NARAYAN CHOWDHURY)
REGISTRAR OF COMPANIES &
ADJUDICATING OFFICER
MINISTRY OF CORPORATE AFFAIRS
GUWAHATI
