The Registrar of Companies (ROC) Delhi issued an adjudication order on October 9, 2025, imposing a financial penalty on ROSMERTA AUTOTECH LIMITED and its directors, Pankaj Madan and Sandeep Malik, for a non-compliance under the Companies Act, 2013. The penalty was levied under Section 454 for the violation of Section 118(11), which pertains to the maintenance of minutes of meetings. The default was identified during an inspection of the company’s records, specifically relating to the Financial Year 2017-18. The inspection revealed that the minutes of the board meetings were maintained without being serially numbered, constituting a lapse in adhering to the statutory and Secretarial Standards requirements.
Adjudication Proceedings and Penalty Details
During the adjudication proceedings, the company and the officers-in-default were issued an e-Show Cause Notice (SCN) and were represented by counsel at a scheduled e-Hearing. In their response, the company and its directors acknowledged the non-compliance, attributing the default to an inadvertent oversight and confirming that the default had since been rectified. The ROC, however, proceeded with the penalty as mandated by Section 118(11), which stipulates a fixed penalty amount for such breaches. The penalty imposed on the company, ROSMERTA AUTOTECH LIMITED, is ₹25,000. Additionally, the officers-in-default, Pankaj Madan and Sandeep Malik, were each penalized ₹5,000. A third director, Akhil Gupta, was excluded from the penalty as his date of appointment (September 30, 2024) occurred after the default period. The total penalty imposed is ₹35,000. The order directs the company and the two penalized directors to pay the respective amounts via the MCA’s ‘e-Adjudication’ facility within 90 days of receiving the order, specifying that the directors must pay the penalty from their personal funds.
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/00730 Dated: 09/10/2025
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 AUTOTECH LIMITED [herein after known as Company] bearing CIN U74899DL1987PLC027962, 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 PANKAJ MADAN [herein after known as individual] having DIN 02614589 and having its address at______ UTTAR PRADESH INDIA 201001
In the matter relating to SANDEEP MALIK [herein after known as individual] having DIN 02698183 and having its address at ______ DELHI INDIA 110015
In the matter relating to AKHIL GUPTA [herein after known as individual] having DIN 09285050 and having its address at ______ DELHI INDIA 110092
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 facts of the case mentioned in petition the default found to be committed U/S 118 of the Companies Act, 2013 r/w SS-1 and SS-2 on the basis of inspection conducted in the matter of subject company wherein following observation was raised in para 24 of preliminary findings letter issued to the company during inspection:
(i)The minutes of the board meetings were maintained without serially numbered for period of FY 2017-18; non-compliance observed for period of FY 2017-18.
The company and the noticee may submit objections/reply, if any.
2. Company has prayed for E-hearing in the matter, and the matter was listed on dated 02.09.2025. Whereas Mr. Suresh Gambhir had appeared on behalf of Company and directors in default.
E. Order:
1. As per the facts of the case mentioned in petition the default found to be committed U/S 118 of the Companies Act, 2013 r/w SS-1 and SS-2 on the basis of inspection conducted in the matter of subject company wherein following observation was raised in para 24 of preliminary findings letter issued to the company during inspection: (i) The minutes of the board meetings were maintained without serially numbered for period of FY 2017-18; non-compliance observed for period of FY 2017-18.
Whereas in response to the E-SCN (SCN/ADJ/04-2025/DL/01074) issued on 07/05/2025, replies were received on 22.05.2025 and 08.10.2025 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. Akhil Gupta has been appointed as director on 30th September 2024 (i.e. post occurrence of the default), hence he is not officer in default in this matter.
Hence, the penalty would be imposed on Company and its directors in default as per the provisions of Section 118(11) 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 | ROSMERTA AUTOTECH LIMITED having CIN as U74899DL1987P LC027962 | 25000 | 0 | 25000 | |
| 2 | PANKAJ MADAN having DIN as
02614589 |
5000 | 0 | 5000 | |
| 3 | SANDEEP
MALIK having DIN as 02698183 |
5000 | 0 | 5000 | |
| 4 | 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
