The Registrar of Companies (ROC), Delhi, has imposed penalties on Rosmerta Technologies Limited and several of its directors for violating Section 118(11) of the Companies Act, 2013, which governs the proper maintenance of minutes of board and general meetings. An inspection under Section 206(5) of the Act revealed that the company failed to consecutively number its minutes books from FY 2014–15 to FY 2016–17, instead restarting numbering each year, contrary to the Act and Secretarial Standards SS-1 and SS-2 issued by the ICSI. The company filed a suo motu application acknowledging the error and explaining that it was due to inadvertent oversight. During e-hearing, the company confirmed that the lapse had been rectified. The ROC concluded that directors serving during the default period—Vinod Goyal, Surinder Kumar Gupta, Durga Prasad, Pankaj Madan, Sandeep Malik, Sudipto Pal, and Melvyn Nicholas Lambert—were officers in default. Directors appointed after the default period, including Vijay Mehta, Mohammad Tabrez Ahmad, Mukesh Malhotra, Shilpa, Ashok Kacker, Dilip Harel Mitra Chenoy, Sahendra Pal Singh, Suneeta Trivedi, Sanjiv Nanda, and Akhil Gupta, were excluded from penalty. Accordingly, a fine of ₹25,000 was levied on the company and ₹5,000 each on the officers in default, with an additional penalty provision under continuing default. The parties are required to pay the penalties within 90 days through the MCA’s e-Adjudication portal. The order, issued under Section 454, allows appeal to the Regional Director, Noida, within 60 days. Failure to pay within the prescribed time may invite further penal action under Section 454(8) of the Companies Act, 2013. The adjudication order was signed by Seema Rath, Registrar of Companies, Delhi, on 7 October 2025.
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/10-2025/DL/00723 | Dated: 07/10/2025
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 ROSMERTA TECHNOLOGIES LIMITED [herein after known as Company] bearing CIN U72200DL2006PLC257032, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 402, 4TH FLOOR, WORLD TRADE TOWER BARAKHAMBA LANE CONNAUGHT PLACE NEW DELHI CENTRAL DELHI DELHI INDIA 110001
Individual details:
In the matter relating to VINOD GOYAL [herein after known as individual] ________
In the matter relating to VIJAY MEHTA [herein after known as individual] ________
In the matter relating to MOHAMMAD TABREZ AHMAD ________
In the matter relating to SHILPA ________
In the matter relating to SURINDER KUMAR GUPTA [herein after known as individual] ________
In the matter relating to MUKESH MALHOTRA [herein after known as individual] ________
In the matter relating to DURGA PRASAD [herein after known as individual] ________
In the matter relating to ASHOK KACKER [herein after known as individual] ________
In the matter relating to DILIP HAREL MITRA CHENOY ________
In the matter relating to PANKAJ MADAN ________
In the matter relating to SANDEEP MALIK ________
In the matter relating to MELVYN NICHOLAS LAMBERT ________
In the matter relating to SAHENDRA PAL SINGH ________
In the matter relating to SUNEETA TRIVEDI ________
In the matter relating to SUDIPTO PAL ________
In the matter relating to SANJIV NANDA ________
In the matter relating to AKHIL GUPTA ________
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 – As per the application filed by the company wherein it is mentioned that inspection u/s 206(5) of the Companies Act, 2013 was conducted in the matter of subject company wherein following observations were made by IO:
“The Company has not consecutively numbered its minutes books of Board meetings from FY 2014-15 to FY 2016-17. In every FY the company has started fresh numbering of its minutes of Board meetings and General meetings, which is in contravention of Section 118 of the Companies Act,2013. explain as to why penal action should not be taken against the company u/s 118 of the Companies Act,2013.”
In response to which this office has received suo-motto application vide GNL-1 form SRN F96886585 dated 19/07/2024. The adjudication application made under section 454 of the Companies Act, 2013 for violation of section 118(1) r/w 118 (10) of the Companies Act, 2013 and read with SS-1 and SS-2 issued by ICSI made applicable w.e.f. 01′ July 2015. The applicants are M/s Rosmerta Technologies Limited, Mr. Pankaj Madan (Director) and Mr. Sandeep Malik (Ex-Director).
Since the default period is from F/Y 2014-15 to 2016-17. Hence, penalty shall be imposed year wise at the time of issuing order.
The Company and the noticee may file objections/reply, if any.
2. The matter is listed for E-hearing dated 02.09.2025 and Mr. Suresh Gambhir had appeared on behalf of Company and its directors in default.
E. Order:
1. As per the application filed by the company wherein it is mentioned that inspection u/s 206(5) of the Companies Act, 2013 was conducted in the matter of subject company wherein following observations were made by IO: “The Company has not consecutively numbered its minutes books of Board meetings from FY 2014-15 to FY 2016-17. In every FY the company has started fresh numbering of its minutes of Board meetings and General meetings, which is in contravention of Section 118 of the Companies Act,2013. explain as to why penal action should not be taken against the company u/s 118 of the Companies Act,2013.” In response to this office has received Suo-motto application vide GNL-1 form SRN F96886585 dated 19/07/2024. The adjudication application made under section 454 of the Companies Act, 2013 for violation of section 118(1) r/w 118 (10) of the Companies Act, 2013 and read with SS-1 and SS-2 issued by ICSI made applicable w.e.f. 01′ July 2015. The applicants are M/s Rosmerta Technologies Limited, Mr. Pankaj Madan (Director) and Mr. Sandeep Malik (Ex-Director). Since the default period is from F.Y. 2014-15 to 2016-17. Hence, penalty shall be imposed year wise at the time of issuing order.
Whereas in response to the E-SCN (SCN/ADJ/05-2025/DL/01207) issued on 16/07/2025, replies were received on 24.07.2025 to 29.07.2025 wherein the company and the officer-in-default accepted the non-compliance and stated that the default occurred due to an inadvertent oversight and that the default has been rectified. Further, in their reply they have mentioned that Mr. Vijay Mehta, Mohammad Tabrez Ahmad, Mukesh Malhotra, Shilpa, Ashok Kacker, Dilip Harel Mitra Chinoy, Sahendra Pal Singh, Sunita Trivedi, Sanjiv Nanda and Akhil Gupta have been appointed as director after the default period (i.e. post occurrence of the default), Hence they are not officers in default in this matter.
Hence, Company and its Directors namely, Mr. Vinod Goyal, Surinder Kumar Gupta, Durga Prasad, Pankaj Madan, Sandeep Malik, Sudipto Pal, Melvyn Nicholas Lambert are the officers in default in the matter.
Hence, in view of the above, Company and its above-mentioned directors falls under the default period, therefore, penalty would be imposed on him as per the provision of Section 118 (11) of company 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 | ROSMERTA TECHNOLOGIES LIMITED having CIN as U72200DL2006P LC257032 | 25000 | 50000 | 25000 | |
| 2 | VINOD GOYAL having DIN as
05211912 |
5000 | 10000 | 5000 | |
| 3 | VIJAY MEHTA having DIN as
07149957 |
0 | 0 | 5000 | |
| 4 | MOHAMMAD TABREZ AHMAD having DIN as 08054536 | 0 | 0 | 5000 | |
| 5 | SHILPA . having
PAN as AULPA5289J |
0 | 0 | 5000 | |
| 6 | SURINDER KUMAR GUPTA having DIN as 00348220 | 5000 | 10000 | 5000 | |
| 7 | MUKESH MALHOTRA having DIN as 01345153 |
0 | 0 | 5000 | |
| 8 | DURGA
PRASAD having DIN as 01478694 |
5000 | 10000 | 5000 | |
| 9 | ASHOK KACKER having DIN as
01647408 |
0 | 0 | 5000 | |
| 10 | DILIP HAREL MITRA CHENOY having DIN as 01830779 | 0 | 0 | 5000 | |
| 11 | PANKAJ MADAN having DIN as
02614589 |
5000 | 10000 | 5000 | |
| 12 | SANDEEPMALIK having DIN as 02698183 | 5000 | 10000 | 5000 | |
| 13 | MELVYN NICHOLAS LAMBERT having DIN as 02767567 | 5000 | 10000 | 5000 | |
| 14 | SAHENDRA PAL SINGH having DIN as 03545851 | 0 | 0 | 5000 | |
| 15 | SUNEETA TRIVEDI having DIN as 06742087 | 0 | 0 | 5000 | |
| 16 | SUDIPTO PAL having DIN as
06933559 |
5000 | 10000 | 5000 | |
| 17 | SANJIV NANDA having DIN as
08503745 |
0 | 0 | 5000 | |
| 18 | AKHIL GUPTA having DIN as
09285050 |
0 | 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.
Seema Rath,
Registrar of Companies
ROC Delhi
