The Registrar of Companies, Delhi issued an adjudication order under Section 454 of the Companies Act, 2013 for non-compliance with Section 118(11) relating to preparation and maintenance of minutes and attendance registers of Board Meetings. The company failed to record and keep minutes for seven board meetings held between February 2022 and January 2023 and did not prepare the corresponding attendance registers. Although the company filed a suo-motu adjudication application and later submitted minutes, the ROC observed that these were regularized in a later meeting, a process not permitted under the Act. Additional inconsistencies were found regarding a director’s alleged vacation of office under Section 167(1)(b), as the concerned director continued to attend meetings without required filings. Based on the violations, penalties were imposed on the company and its officers, with further non-compliances to be examined separately. The penalized parties must rectify defaults, pay the penalty within 90 days, and may appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/11-2025/DL/00853 Dated: 13/11/2025
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 FLUENCE BESS INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999DL2022FTC392236, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at LEVEL-5, CADDIE COMMERCIAL TOWER AEROCITY, IGI AIRPORT LEVEL-5, CADDIE COMMERCIAL TOWER AEROCITY, IGI AIRPORT NA NEW DELHI NEW DELHI DELHI INDIA 110037
Individual details:
In the matter relating to SHOBHIT GARG [herein after known as individual] having DIN 09462150 and having its address at ______
In the matter relating to RUPAM RAJA [herein after known as individual] having DIN 09462151 and having its address at ______
In the matter relating to ANIL BANGALORE RAJANNA [herein after known as individual] having DIN 09660117 and having its address at ______
In the matter relating to . DHANYA YAGNA ROOPA [herein after known as individual] having DIN 09661888 and having its address at ______
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 – It is submitted that the Company failed to prepare and keep the minutes of the Board Meetings held on 07.02.2022, 01.04.2022, 20.06.2022,13.07.2022, 20.07.2022, 20.09.2022 and 16.01.2023 in the minutes book within time specified. Further, the attendance register for these Board Meetings was also not prepared. As per the provision of section 118, the penalty would be imposed on the company and its officers for the 07 board meetings held on dates specified above and accordingly, the penalty to be imposed on the company and its officers is as under:
i. Fluence Bess India Limited : 25000 x 7 = 175000
ii. Shobhit Garg : 5000 x 7 = 35000
iii. Rupam Raja : 5000 x 7 = 35000
iv. Anil Bangalore : 5000 x 7 = 35000
The Company has Suo-moto applied for adjudication in e-form GNL-1 vide SRN : F94577707 dated 17.04.2024. The Adjudication Application made under section 454 of the Companies Act, 2013 for violation of section 118(1) and 118(10) of the Companies Act, 2013 r/w SS-1.
The company and the noticee may submit objections/reply, if any.
2. The company and its officers have not sought an opportunity of e-hearing in the matter.
E. Order:
2. Whereas the company filed suo-moto adjudication application for non-compliances u/s 118(1), 173(1), 173(3), 175(2) and184(1) of the CA, 2013.
ii.Whereas pursuant to the facts about the case, an e-SCN was issued to the company and its officers on 17.04.2025 for the default u/s 118(1) and 118(10) of CA, 2013 r/w SS-1. The noticees did not submit response to the e-SCN within 15 days timeframe. A reply dated 31.05.2025 was received through e-mail whereby the company acknowledged the non-compliance. Further, due to multiple non-compliances, it was observed that there was requirement of calling some additional information in the matter and therefore, a notice u/s 206(1) was issued on 22.05.2025.
iii.In its reply (copy attached with Order), the company submitted the minutes of the board meetings which were convened on 07.02.2022, 01.04.2022, 20.06.2022, 13.07.2022, 20.07.2022, 29.09.2022 and 16.01.2023, and the same were signed and regularized in the board meeting held on 28.12.2023 by Mr. Anil Bangalore, the chairperson of board meeting convened on 28.12.2023. However, there is no such provision of regularisation of the minutes of meeting as per Companies Act, 2013. iv.Further, the company was also required to submit the minutes of the meeting convened on 22.08.2022, 29.09.2023 and 28.12.2023. From the minutes submitted, it is observed that one of the Directors, namely Dhanya Yagna Roopa vacated the office u/s 167(1)(b) on 19.12.2023 through a circular resolution which noted on board meeting held on 28.12.2023. However, no DIR-12 is filed for such vacation and Dhanya Yagna Roopa still holds the position of Director in the company. Moreover, the vacation was on account of non-attendance of the director in board meetings for a period of twelve months, but the said director chaired the board meetings held on 22.08.2023 and 29.09.2023. Thus, such vacation of office of director u/s 167(1)(b) is unclear.
Therefore, in view of the above, it is observed that the company failed to cause the minutes of board meeting(s) held on 07.02.2022, 01.04.2022, 20.06.2022, 13.07.2022, 20.07.2022, 29.09.2022 and 16.01.2023 and further failed to keep the same in the minute book. The company also failed to prepare attendance register for the mentioned board meetings. This resulted in non-compliance of section 118(1) and section 118(10) of the Act, and the penalty is levied on company and officers-in-default of the company as per section 118(11) of the Act subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance.
Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) for failure to record minutes and maintenance of attendance register for the board meeting(s) held on 07.02.2022, 01.04.2022, 20.06.2022, 13.07.2022, 20.07.2022, 29.09.2022 and 16.01.2023 are only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013, or related to the contents of the minutes of the board meeting(s) shall be taken up separately in accordance with the law for necessary action, if any. Note: The officers-in-default are required to pay total penalty i.e. sum of column D & E of penalty-imposed table.
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 | FLUENCE BESS INDIA PRIVATE LIMITED having CIN as U74999DL2022F TC392236 | 25000 | 150000 | 25000 | |
| 2 | SHOBHIT GARG having DIN as
09462150 |
5000 | 30000 | 5000 | |
| 3 | RUPAM RAJA having DIN as
09462151 |
5000 | 30000 | 5000 | |
| 4 | ANIL BANGALORE RAJANNA having DIN as 09660117 | 5000 | 10000 | 5000 | |
| 5 | . DHANYA YAGNA ROOPA having DIN as 09661888 | 5000 | 10000 | 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.
Seema Rath,
Registrar of Companies
ROC Delhi
