An adjudication order issued by the Registrar of Companies (ROC) Delhi, dated October 9, 2025, imposed a penalty on ROSMERTA AUTOTECH LIMITED and its directors, Pankaj Madan and Sandeep Malik, for violating Section 118(11) of the Companies Act, 2013. The default, observed during an inspection for the Financial Year 2016-17, concerned the company’s minute books, specifically that blank pages were not properly scored out and initialed by the Chairman as required by secretarial standards. Although the company and the directors contended that all blank pages were properly scored out and initialed, the ROC proceeded with the penalty. The company was fined ₹25,000, and the two directors were each fined ₹5,000. A third director, Akhil Gupta, was not penalized as his appointment occurred after the default. The penalized parties are required to rectify the default and pay the penalty amount within 90 days via the MCA’s ‘e-Adjudication’ portal, with the directors responsible for paying the amount from their personal income.
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/00734 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 24 of preliminary findings letter issued to the company during inspection for which company applied for adjudication before this forum:
(i) The minutes which was left blank were not properly scored out and initialed by the chairman who signed such minutes; non-compliance observed for period of FY 2016-17.
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 24 of preliminary findings letter issued to the company during inspection for which company applied for adjudication before this forum:
(i)The minutes which was left blank were not properly scored out and initialed by the chairman who signed such minutes; noncompliance observed for period of FY 2016-17.
Whereas in response to the E-SCN (SCN/ADJ/04-2025/DL/01066) 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 for FY 2016-17, all blank pages of minute book were properly scored out and initialed by the Chairman who had signed such minute book and nothing left to be scored and initialed by Chairman, and accordingly it should not be construed as the non-compliance of the provision of section 118(11) of the Companies Act, 2013. However, 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. 201617. 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
