Registrar of Companies, Uttar Pradesh, issued an adjudication order against Triveni Nidhi Limited for violating Section 118(10) of the Companies Act, 2013. The company failed to comply with Secretarial Standards on meeting minutes, including proper pagination, noting meeting times, and signing with dates and locations. The violations were found during an inquiry, and a show-cause notice was issued to the company and its directors. Since no response was provided, a penalty of ₹25,000 was imposed on the company and ₹5,000 each on its three directors, amounting to a total penalty of ₹40,000. As Triveni Nidhi Limited is not classified as a small company, reduced penalties under Section 446(b) were not applicable. The penalty must be paid within 90 days, and appeals can be filed with the Regional Director within 60 days. Non-compliance with the order may result in further actions under Section 454(8) of the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF
COMPANIES, Uttar Pradesh
37/17, Westcott Building, The Mall,
Kanpur-208001 (U.P.)
Phone : 0512 — 2310443/2310227
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT. 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALTIES) RULES. 2014 FOR VIOLATION OF PROVISIONS OF SECTION 118(10) OF THE COMPANIES. ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES 2014.
IN THE MATTER OF TRIVENI NIDHI LIMITED
(CIN -1165999UP2017PLC089064.)
Appointment of Adjudicating Officer:-
1. The Ministry of Corporate Affairs vide its Gazette notification no A-42011/112/2014-Ad.II dated 24.3.2015, has appointed the undersigned as Adjudicating Officer 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 & Companies (Amendment) Act, 2020 for adjudging penalties under the provisions of this Act.
Company: –
2. Whereas the Company TRIVENI NIDHI LIMITED has been registered under the provisions of the Companies Act, on 11.01.2017 and is having its registered office situated at 11B/1A/2 Lala Ram Narain Lal Road (Bank Road),Allahabad, Uttar Pradesh,211002,India.The authorized capital of the Company is Rs. 10,000,000.00/-
3. During the course of Inquiry, the following non-compliances were observed from the Minutes Books of the proceedings of the meetings of the board of directors and Minutes Books of the proceedings of the meetings of the members furnished by the company: – hi respect of General meetings:-
(a) As per point no.17.1.4 of Secretarial Standard-2, the pages of the Minutes Books shall be consecutively numbered. However, the Minutes books are not consecutively numbered.
(b) As per point no.17.2.2.1(o) of SS-2, Minutes shall contain the time of commencement and conclusion of the Meeting. However, the company has not mentioned the same in the Minutes.
(c) As per point no.17.5.22 of SS-2, the Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes .However , the Minutes do not contain the date and place of signatures.
In respect of the Minutes of the Board Meetings: –
(a) As per point no.7.1.4 of Secretarial Standard-1, the pages of the Minutes Books shall be consecutively numbered. However, the Minutes books are not consecutively numbered.
(b) As per point no.7.2.2.1(p) of Secretarial Standard-1, the Minutes shall contain the time of commencement and conclusion of the Meeting. However, the company has not mentioned the same in the Minutes.
(c) As per point no.7.6.2 of SS-1, the Chairman shall initial each page of the Minutes, sign the last page, and append to such signature the date on which and the place where he has signed the Minutes. However, the Minutes do not contain the date and place of signatures.
Hence it is a violation of the provisions of Section 118(10) of the Companies Act,2013 read with the Secretarial Standard 1 and 2 issued by the Institute of the Company Secretaries of India.
4. Provisions of the Act:-
Section 118(10) of the Act reads as under: –
“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.”
Section 118(11) of the Act reads as under: –
“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. Accordingly, a Show Cause Notice No.07/19/Adj/2024/Triveni/1382 to 1385 Dated 31.5.2024 was issued to the company and every officer in default under section 118(10) of the Companies Act, 2013.
6. The company and its directors have not furnished any reply to the said show cause notice; hence no hearing was fixed for this matter.
7. The company and its directors have failed to comply with the provisions of section 118(10) of the Companies Act, 2013 thereby attracting the penal provisions mentioned under Section 118(11) of the Act.
8. Having considered the facts and circumstances of the case and after taking into account the factors above, I hereby impose a penalty of Rs. 25,000/- on the company and Rs.5,000/- on the defaulting Directors i.e. under section 118(10) of the Companies Act, 2013 .It is of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee.
The company being a Nidhi company does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, of imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
| Nature of default | Name of the company/directors /defaulters |
Penalty imposed details as per Section 118(11) of the Companies Act,2013 |
| Non-Compliance of Section 118(10) of The Companies Act, 2013. | 1. TRIVENI NIDHI LIMITED. | Rs. 25,000/- |
| Non-Compliance of Section 118(10) of The Companies Act, 2013. | 2. Mr. Rajesh Kumar Singh,. Director | Rs.5,000/- |
| Non-Compliance of Section 118(10) of The Companies Act, 2013. | 3. Mr. Chhabinath Singh, Director | Rs.5,000/- |
| Non-Compliance of Section 118(10) of The Companies Act, 2013. | 4. Mr. Jay Mala Rai, Director | Rs.S,000/- |
| Total Penalty | Rs. 40, 000/- |
9. The Noticee shall pay the amount of penalty by way of e-payment [available on Ministry website mca.gov.in] under “Pay miscellaneous fees” category in MCA fee and payment of services within 90 days of receipt of this order and intimate this office with proof of penalty paid .
10. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodi Road, New Delhi, 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(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
11. In Case appeal is made 0/o Registrar of Companies, U.P. maybe informed alongwith the penalty imposed & the payments made. Attention is also invited to section 454(8) of the Companies Act, 2013, in the event of non-compliance of this order.
(Seema Rath)
Registrar of Companies & Adjudicating Officer
Uttar Pradesh, Kanpur.
Order No. 07/19/Adj/2024/Triveni/45 to 48 Dated: 04/09/2024
