The Registrar of Companies, Kanpur, exercising powers under Section 454 of the Companies Act, 2013, imposed penalties for violation of Section 118(10) read with Secretarial Standard-1, attracting penal consequences under Section 118(11). Following an inquiry ordered under Section 206(4), it was found that the company failed to maintain its Board meeting minutes for FY 2019–20 with consecutively numbered pages, a mandatory requirement under paragraph 7.1.4 of SS-1. The non-compliance was recorded in the Inquiry Report and sanction for prosecution was accorded by the competent authority. Despite issuance of a show cause notice, neither the company nor its officers responded or sought a hearing. The Adjudicating Officer concluded that the lapse constituted a clear statutory breach and imposed a penalty of ₹25,000 on the company and ₹5,000 each on the officers in default, with directions for rectification and payment within the prescribed time. The order reiterates that failure to observe secretarial standards in maintaining minutes invites strict regulatory action.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/01-2026/KN/01418 Dated: 22/01/2026
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 GENONE OPTECH PRIVATE LIMITED [herein after known as Company] bearing CIN U31900UP2019PTC117538, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at F1PLOTNO-1,GROUNDFLOOR,ECOTECH-VII,INDUSTRIALPARK,KASNA NA GREATER NOIDA UTTAR PRADESH INDIA 201308
Individual details:
In the matter relating to AVANISH KUMAR JHA——–
In the matter relating to WANG ZHIMING ——-
In the matter relating to NAVEEN KHANDELWAL ——-
In the matter relating to RAJNISH KUMAR JHA ——–
In the matter relating to WANG WENGLONG ——–
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 – The Directorate vide its letter no.. F.No. CL-II-03/412/2021-DGCoA-MCA dated 18.02.2022 directed to conduct the inquiry u/s. 206(4) of the Companies Act, 2013. The Inquiry Officer (IO) has observed that the company has not observe the secretarial standards with respect to general and Board meetings. As per Point no.7.1.4 of Secretarial standard-1, the Pages of the Minutes Book of general meetings shall be consecutively Numbered). However, the company has failed to do the same in copies of Minutes book of Board Meeting for the financial years 2019-2020 . Therefore, it is non-compliance of Secretarial Standard-1 read with section 118(10) of the Companies Act, 2013. The said non-compliance was reported in the Inquiry Report submitted by the Inquiry Officer vide letter dated 04.08.2022. The O/o DGCoA vide its letter No. CL-II-04/234/2023-O/o DGCoA dated 08.05.2025 has accorded the sanction to take penal action. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 118 (10) of the Companies Act, 2013. And are thus liable for penal provisions.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard
E. Order:
1. The minutes of the board meeting for the period FY 2019-2020 of the Company, were not consecutively numbered as required under section 118(10) of the Companies Act 2013 read with para no.7.1.4 of Secretarial Standard-1, according to which the pages of the Minutes Books shall be consecutively numbered. Therefore, it is non-compliance of Secretarial Standard-1 read with Section 118(10) of the Companies Act, 2013.
Hence this office issued Show Cause Notice on 16.10.2025 to the company and its officer-in-default. More than 30 days have expired from issue of Show Cause Notice, no response has been received till date. The company and its officer-in default have also not requested for hearing. In the said circumstances penalty as applicable as mentioned below contemplated under Section 118(11) of the Companies Act, 2013 is being imposed upon the Company and its officers in default for non-compliance of Secretarial Standard-1 read with Section 118(10) 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 | GENONE OPTECH PRIVATE LIMITED having CIN as U31900UP2019P TC117538 | 25000 | 0 | 25000 | |
| 2 | AVANISH KUMAR JHA having DIN as 07225153 |
5000 | 0 | 5000 | |
| 3 | WANG ZHIMING having DIN as
08472713 |
5000 | 0 | 5000 | |
| 4 | NAVEEN KHANDELWAL having PAN as DNAPK3844J | 5000 | 0 | 5000 | |
| 5 | RAJNISH KUMAR JHA having DIN as 07225161 | 5000 | 0 | 5000 | |
| 6 | WANG WENGLONG having DIN as 08796143 |
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.
Sanjay Bose,
Registrar of Companies
ROC Kanpur
