The Registrar of Companies (ROC), Mumbai, by order dated 18 December 2025, adjudicated penalties under Section 454 read with Section 118(11) of the Companies Act, 2013 for non-compliance with Section 118(1) relating to maintenance of minutes. An inspection ordered by the Ministry revealed that the company had failed to mention consecutive page numbers in its Board, AGM, and EGM minutes books, a mandatory statutory requirement. The lapse was admitted as a clerical error, including through a suo motu adjudication application, and was confirmed during inspection. Although the company claimed small company status during the hearing, financial data showed it did not qualify as a small company at the relevant time. Holding that the omission constituted a clear violation of Section 118(1), the ROC imposed a penalty of ₹25,000 on the company and ₹5,000 each on two directors under Section 118(11). The order directs payment within 90 days and allows an appeal to the Regional Director.
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/12-2025/MB/01261 Dated: 18/12/2025
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 OM SHYAMJI FOODS PRIVATE LIMITED…………
Individual details:
In the matter relating to ANIL KUMAR GUPTA………..
In the matter relating to RAGHAV GUPTA ANILKUMAR………….
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-07-489/2021 dated 02.03.2022, had ordered an Inspection in the subject Company. Accordingly, an Inspection was carried out and Inspection Report was submitted on 23.05.2023. Further, the Company has also filed a suo-motu adjudication application vide eForm GNL-1 having SRN No. AB5756501 in this regard.
Whereas provisions of Section 118(1) of the Companies Act, 2013 read as follows:
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 or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
Whereas the IO, during the inspection observed that the Company did not mention the page numbers in Board Minutes Book, AGM Minutes Book and EGM Minutes book. The Company in its reply dated 31.03.2023 admitted that they acknowledge the above error in minutes book, it was a clerical error on part of the secretarial personnel. Thus, the IO concluded that the Company failed to mention the page numbers in EGM Minutes Book, in contravention of provisions of section 118(1) of the Companies Act, 2013.
2. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer granted an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/10-2025/MB/02708 dated 10.10.2025 was issued to Company and its Officers in default under Section 454 read with Section 118(11) for default under Section 118(1) of the Act.
B. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer granted an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 11.12.2025 at 03:55 PM (IST) and notice bearing ID: EH/ADJ/12-2025/MB/00953 dated 09.12.2025 was issued for the same.
C. The scheduled hearing was attended by Mr. Parth Joshi, Practicing Company Secretary who has admitted the default on behalf of the all the noticees and submitted that the Company was Small Company during the period of default. The period of default is considered on the date of inspection conducted by the IO that is 23.12.2022. As per the financial statements filed for the immediately preceding FY 2021-2022, the paid-up share capital and turnover of the Company was Rs. 4,00,00,000/- and Rs. 13,20,41,889/-. Thus, the Company does not fall under definition of Section 2(85) of the Act during the relevant period.
D. Based on IO report and a suo motu adjudication application, and submission made during E-hearing, it is observed that the Company did not mention the page numbers in Board Minutes Book, AGM Minutes Book and EGM Minutes book. Thus, the Company shall be liable to a penalty of Rs. 25,000/- and its Officers in default shall be liable to a penalty of Rs. 5,000/-under the provisions of Section 118(11) for default of Section 118(1) of the Act.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 25,000/- (Rupees Twenty-Five Thousand only) on the Company and Rs. 5,000/- (Rupees Five Thousand only) its Officers in default namely ANIL KUMAR GUPTA (Director) and RAGHAV GUPTA ANILKUMAR (Director) under 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 | OM SHYAMJI FOODS PRIVATE LIMITED having CIN as U15400MH2008P TC187366 | NA | 25000 | 0 | 25000 |
| 2 | ANIL KUMAR GUPTA having DIN as 01495712 | NA | 5000 | 0 | 5000 |
| 3 | RAGHAV GUPTA ANILKUMAR having DIN as 06948758 | NA | 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
