The Ministry of Corporate Affairs (MCA) recently adjudicated penalties on Saptasatij Metatech Private Limited for violations related to its non-paginated minute books. Under Section 118(10) of the Companies Act, 2013, every company is required to maintain minute books with consecutively numbered pages. The failure of Saptasatij Metatech Pvt Ltd to comply with this provision led to an inquiry and subsequent adjudication by the MCA. The adjudicating officer, appointed under Section 454(1) of the Act, found the company and its officers in default of this requirement.
During the inquiry, it was revealed that despite acknowledging the non-compliance, the company had taken steps to rectify the issue by initiating compounding proceedings. However, this did not absolve them from penalties under Section 118(11) of the Act.
The adjudication notice issued to the company highlighted their admission of the offense and their plea for leniency under Section 446B of the Companies Act, 2013. This section allows for lesser penalties for certain categories of companies, such as small companies. However, based on the company’s paid-up share capital, it did not qualify as a small company, thus impacting the penalty imposition.
In conclusion, the adjudicating officer imposed penalties totaling ₹40,000 on Saptasatij Metatech Pvt Ltd and its officers for the non-compliance with minute book pagination requirements. The penalty imposition was deemed appropriate given the seriousness of the violation and the company’s efforts towards compliance post-inquiry.
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Office of the Registrar of Companies
Maharashtra, Pune
Ministry of Corporate Affairs
Government of India
RoCP/ADJ/order/23/118/SMPL/24/780 to 784
Date: 28 JUN 2024
Adjudication Order of penalties in the matter of SAPTASATIJ METATECH PRIVATE LIMITED having CIN
U29299PN1999PTC013412 under Section 454(3) r/w section 118 of the Companies Act, 2013.
Please Read:
- Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provisions of Subsection (1) and (11) of Section 118 of the Companies Act, 2013)
- Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad.IL dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
In respect of:
SAPTASATIJ METATECH PRIVATE LIMITED having CIN U29299PN1999PTC013412 is a company governed by the provisions Act, and registered with this office having its office Warade Paradise Gat No 52 Dehu Alandi Road, Chikali, Pune, Maharashtra 412114 India and its officers.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.\
Company:
SAPTASATIJ METATECH PRIVATE LIMITED having CIN U29299PN1999PTC013412 (herein after referred as Company) is a registered company with this office under the provisions of section 7 of the Companies Act, 2013 having its registered office as per MCA21 Registry at address “Warade Paradise Gat No 52 Dehu Alandi Road Chikali Pune Maharashtra 412114 India.
3. Facts about the Case:
a) As per Section 118(1) of the Act – 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.]
b) Whereas an Inquiry of the company under section 206 of the Companies Act, 2013 was conducted by an JO of this office this office; and it was observed that “It is observed that the minute book of the Company is not paginated at all and hence, the Company has violated the section 118(10) of the Companies Act, 2013 r/ w the Clause 7.1.4 of the Secretarial standard (SS-1) has been violated by the Company and the officers and hence, director/ KMP of the Company responsible for same is/ are liable for action under Section 118(11) of the Companies Act, 2013”.
c) The matter was also taken up with the company during the course of the said Inquiry and the company had submitted its reply stating that “the management has accepted the fact of not complying with the section 118(10) of Companies Act, 2013 as they fail to maintain the paginated Minutes book. To rectify the same, the company is now practicing to maintain the paginated Minutes book recording all the proceedings of the Meetings, The management is accepting the stated fact and agreeing to the Violation of the mentioned section for the said tenure as per the letter issued by authority. Considering the fact, and to remedy the noncompliance, the management wishes to go for compounding and ready to rectify this act of non compliance by doing all such acts, deeds, things as are necessary and required by law under the guidance of the concerned authorities and willing to continue the business ahead by complying with all the sections of Companies Act, 2013 as applicable on the private companies.”
d) Accordingly, as per the directions of the competent authority, the adjudication officer has issued adjudication notice vide ROCP/ADJ/MV/SMPL/118/23-24/3298 to 3301 dated 07.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 118 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a, b & c” above;
e) A reply to the Adjudication notice has been received dated 26.03.2024 from the company. The relevant paras of reply stated that “… We would further like to confirm that the minutes though not paginated, but does show true and fair view of the meeting, there was no intention on the part of the Company to hide any material fact or relevant actions. In this regard we would like to confirm you that the Company has already filed for compounding of offences under GNL-1 for the vide SRN F90096033 dated 12.01.2024 status being pending for approval. Further, we request your kind authority to consider the same and not to impose any penalty against the Company and its officers as the matter is pending before the authority being subjudiced as on date. Further, we would like to inform you that the Company is taking all the necessary actions and adequate steps for maintaining proper and updated records as per the law to best of its ability As per the data the Company falls within the definition of small company and we request the kind authority to consider the same and penalize the Company accordingly. We would request the kind authority to consider the above factors and if they deem fit, provide us an opportunity of being heard. …”
f) Accordingly, under section 454(4) of the Act read with Rule 3(5) of the Companies (Adjudication of Penalties) Rules, 2014, Noticee(s) were given an opportunity to be heard before Adjudicating Authority through hearing held on 06.05.2024.
g) The authorized representatives appeared before Adjudicating Authority on behalf of noticee(s) through physical hearing on 06.05.2024 and submitted that the noticee(s) are admitting the offence and requested for considering the benefit u/s 446B of Companies Act, 2013.
h) Accordingly, after considering the reply and submission of the Company and its officers, it has been observed that that the company and officers have admitted default and they are in default of section 118 of Companies Act, 2013.
1 Relevant provisions of the Companies Act, 2013:
Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.—(1) 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.
(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
(3) All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.
(4) In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—
(a) the names of the directors present at the meeting; and
(b) in the case of each resolution passed at the meeting, the names of the directors,
if any, dissenting from, or not concurring with the resolution.
(5) There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,—
(a) is or could reasonably be regarded as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the company.
(6) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in subsection (5).
(7) The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.
(8) Where the minutes have been kept in accordance with sub-section (1) then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.
(9) No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting.
(10) Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.
(17) 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.
5. ORDER:
a. Considering the above facts of the case and the relevant provisions; the undersigned now hereby pronounces the order. Further, the delay in issuance of the order is on account of examination of reply; checking MCA21 records; other administrative reasons.
b. The company and its officers, who have defaulted the provisions of section 118 of the Act as the minute book of the Company is not paginated at all and hence, the Company has violated the section 118(10) of the Companies Act, 2013 r/ w the Clause 7.1.4 of the Secretarial standard (SS-1). Hence the company has violated the provisions of section 118 and liable for penalty u/ s 118 (11) of the Companies Act, 2013″.
c. Furthermore, as seen from the MGT-7 filed vide SRN F85015907 dated 28.11.2023 for the F.Y ended 31.03.2023 that the paid-up share capital of the Company is Rs. 10,41,00,000 / -. Hence, the company does not fall under the definition of small company as per the provision of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the provision of section 446B of the Companies Act 2013 shall not be applicable in this case.
d. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts and circumstances of the case, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 118 of the Act:-
| Penalty imposed on company/director(s) | Total / maximum penalty (In Rs) |
| Saptasatij Metatech Private Limited | 25000 |
| Krupali Liladhar Warade | 5000 |
| Saurabh Arun Warade | 5000 |
| Tulika Shrawan Agrawal | 5000 |
e. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
f. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.
g. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, 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 a certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
h. Your attention is also invited to section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.
i. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to Saptasatij Metatech Private Limited and all directors/ officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
(Mangesh Ja hav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
