The Registrar of Companies (ROC), Delhi, has imposed penalties on Rosmerta Autotech Limited and its directors for non-compliance with Section 118(11) of the Companies Act, 2013. The order, issued under Section 454, follows inspection findings regarding the company’s statutory record-keeping. The company, registered with CIN U74899DL1987PLC027962, is based at World Trade Tower, Connaught Place, New Delhi. The directors penalized in the order include Pankaj Madan (DIN 02614589), Sandeep Malik (DIN 02698183), and Akhil Gupta (DIN 09285050), although Gupta was appointed after the period of default.
The penalties relate to non-compliance in maintaining properly bound minutes books for meetings held during FY 2017-18, as observed during inspection. Section 118(11) mandates companies to maintain minutes of all board and general meetings in a prescribed format, with non-compliance attracting a maximum penalty of ₹25,000 for the company and ₹5,000 per officer in default. The ROC’s inspection noted that the company’s minutes books did not meet these requirements, prompting initiation of adjudication proceedings.
During proceedings, the company submitted replies to the E-Show Cause Notice (SCN), asserting that no default had occurred and requesting consideration of the minutes book for FY 2017-18. Additionally, the company argued that Akhil Gupta, appointed as director on 30 September 2024, was not liable for the default that occurred in FY 2017-18. The ROC acknowledged these submissions but determined that the penalties must still be imposed on the company and directors responsible during the default period, in line with the statutory framework under Section 118(11).
Consequently, the ROC directed Rosmerta Autotech Limited to pay ₹25,000, while Pankaj Madan and Sandeep Malik are each liable for ₹5,000. No penalty was imposed on Akhil Gupta due to his appointment post-default. The order requires payment of penalties within 90 days through the e-Adjudication facility, and directors are expected to pay from personal sources. The ROC also highlighted the legal recourse available under Section 454(5) & 454(6), allowing appeals to the Regional Director, RD Noida, within 60 days, accompanied by a certified copy of the order. Non-payment may trigger penal consequences under Section 454(8).
Judicial precedents reinforce the ROC’s position on directors’ responsibilities for record-keeping. In ROC v. Rishi Agarwal (2019), the Tribunal held that directors are liable for lapses in maintaining minutes, even if the default is administrative. Similarly, in Madhya Pradesh State Mining Corporation Ltd. v. ROC (2018), non-maintenance of proper records was considered sufficient grounds for imposing penalties, emphasizing that statutory obligations under the Companies Act cannot be overlooked. This order underlines regulatory scrutiny over corporate governance practices, particularly regarding accurate documentation of board and general meetings.
The action by ROC Delhi demonstrates the enforcement of corporate compliance norms, ensuring transparency and accountability of directors in maintaining statutory records, while providing a structured mechanism for adjudication and appeal within the Companies Act framework.
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/00733 | 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 24/03/2015appointed 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 25 of preliminary findings letter issued to the company during inspection for which company applied for adjudication before this forum:
(i)The minutes books were not properly bound for meetings held during FY 2017-18; Hence, non-compliance was observed for period of FY 2017-18.
The company and the noticee may submit objections/reply, if any.
2. In this matter E-Hearing was scheduled to 02.09.2025 and 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 25 of preliminary findings letter issued to the company during inspection for which company applied for adjudication before this forum:
(i)The minutes books were not properly bound for meetings held during FY 2017-18; Hence, non-compliance was observed for period of FY 2017-18.
Whereas in response to the E-SCN (SCN/ADJ/04-2025/DL/01069) issued on 07/05/2025, replies were received on 22.05.2025 and 08.10.2025 wherein the company and the officer-in-default has said that the alleged non-compliance and penalty should not be initiated as there no default. And plea for hearing the matter and for considering the submitted copy of Minutes book for the F.Y. 2017-18. 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 Delh
