The Registrar of Companies, Kanpur, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 118(11) relating to non-compliance with Secretarial Standard-1 on maintenance of minutes. During inspection under Section 206(5), it was observed that the company failed to consecutively number the pages of the Minutes Book, record the date of entry of minutes as required, and obtain the Chairman’s initials on each page, in breach of Section 118(10) read with Secretarial Standard-1. The violation was reported in February 2023 and penal action was approved by the Regional Director in September 2024. A Show Cause Notice issued on 9 January 2026 elicited no response or request for hearing. Consequently, a penalty of ₹25,000 was imposed on the company and ₹5,000 each on four officers in default. The noticees must rectify the default and pay the penalty within 90 days, with a right of appeal to the Regional Director within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/02-2026/KN/01630 Dated: 10/02/2026
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 CHARTERED MERCANTILE MUTUAL BENEFITS LIMITED [herein after known as Company] bearing CIN U24231UP1988PLC009997, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at AIFALAH MUTUAL BENEFITS LTD126/24 SULTAN MANZIL B N ROAD LALBAGH LUCKNOW NA UTTAR PRADESH UTTAR PRADESH INDIA 0
Individual details:
In the matter relating to SYED RAZA HAIDER ——–
In the matter relating to SIRAJ MEHDI ——-
In the matter relating to MOHAMMAD NAIMULLAH FAIZI ———
In the matter relating to INTEZAR ABIDI ——-
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 – Whereas the Ministry of Corporate Affairs vide letter no. 4CL-II-03/2/2021-O/o DGCoA-MCA dated 15.01.2021 and the Directorate vide letter No. MISC/Guard/JDI/I/2021/u/s-206(5)/1304 dated 17.06.2021 gave instructions to conduct the Inspection U/s 206(5) of the Companies Act, 2013. The Inspecting Officer (IO) has observed that i) As per point no.7.1.4 of Secretarial Standard-1, the pages of the Minutes Books shall be consecutively numbered. ii) As per point no. 7.6.2 of Secretarial Standard-1, the Chairman shall the Chairman shall initial each page of the Minutes.iii) As per point no. 7.5.2 of Secretarial Standard-1, the date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary. Where there is no Company Secretary, it shall be entered by any other person duly authorised by the Board or by the Chairman. The Company has failed to comply with the above points. Hence, it is non-compliance of Secretarial Standard-1 read with Section 118(10) of the Companies Act, 2013. The penal action as contemplated under Section 118(11) of the Companies Act, 2013 to be initiated against the Company and its officers in default for non-compliance of Secretarial Standard-1 read with 118(10) of the Companies Act, 2013. Accordingly, the Inspecting officer has reported the said violation in the Inspection Report dated 28.02.2023. The Regional Director vide letter 1843/JDI/I/2022/206(5)/6589 dated 10.09.2024 has accorded the penal action for said non-compliance. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 118 (10) of the Companies Act, 2013. thereby attracting the penal provisions mentioned under Section 118(11) of the Act. The Company and its Directors are officers in default, as per section 2(60), of the Companies Act, 2013. And are thus liable for penal provisions.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard.
E. Order:
1. This office issued Show Cause Notice on 09.01.2026 to the company and its officer-in-default as the Company has failed to comply with the point mentioned below in respect of maintenance of minute book in terms of Section 118 (10) of the Companies Act, 2013 read with Secretarial Standard-1
i) Point no.7.1.4 of Secretarial Standard-1, the pages of the Minutes Books shall be consecutively numbered.
ii) Point no. 7.5.2 of Secretarial Standard-1, the date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary/ Chairman.
iii) Point no. 7.6.2 of Secretarial Standard-1, the Chairman shall initial each page of the Minutes
More than 15 days have expired from issue of Show Cause Notice, no response has been received till date. The company and its officer-in default have also not requested for hearing. In the said circumstances, penalty as applicable as mentioned below is being imposed upon the company as well as its officer-in default as per 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 | CHARTERED MERCANTILE MUTUAL BENEFITS LIMITED having CIN as U24231UP1988P LC009997 | 25000 | 0 | 25000 | |
| 2 | SYED RAZA HAIDER having DIN as 02758396 | 5000 | 0 | 5000 | |
| 3 | SIRAJ MEHDI having DIN as
02929182 |
5000 | 0 | 5000 | |
| 4 | MOHAMMAD NAIMULLAH FAIZI having DIN as 02886881 | 5000 | 0 | 5000 | |
| 5 | INTEZAR ABIDI having DIN as
02929191 |
5000 | 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.
Sanjay Bose,
Registrar of Companies
ROC Kanpur
