The Registrar of Companies, Uttar Pradesh I, passed an adjudication order dated 13 July 2026 under section 454 of the Companies Act, 2013 against Sunima Trading Private Limited and its officers for violation of section 118(11). An inquiry under section 206(4) found non-compliance with Secretarial Standard-1 (SS-1) read with section 118(10), as the minutes of board meetings held from 1 April 2016 to 1 November 2016 did not state the serial number and day of the meeting or the time of conclusion as required under SS-1. A show cause notice was issued on 8 May 2026, and a hearing was held on 3 July 2026, during which the company submitted that it was now fully compliant with SS-1 and requested waiver of penalty. The Registrar observed that the minutes book presented remained non-compliant with SS-1 and imposed penalties of ₹25,000 on the company and ₹5,000 each on Sharda Todi, Banwari Lal Todi, Anu Sharma and Kamal Kant Agarwal. The order directs payment of the penalties within 90 days and provides for an appeal before the Regional Director, Delhi, within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Uttar Pradesh I
2nd Floor, Kendriya Bhawan, GPOA Building, Fazalganj, Kanpur, Uttar Pradesh, India, 208012
Phone: 0512-2310443
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/07-2026/UP/02535 Dated: 13/07/2026
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. 698(E) dated 10/02/2026 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 SUNIMA TRADING PRIVATE LIMITED [herein after known as Company] bearing CIN U51909UP2008PTC093671, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at MORADABAD DHARAM KANTA, KANTH ROAD HARTHALA NA MORADABAD MORADABAD UTTAR PRADESH INDIA 244001
Individual details:
In the matter relating to SHARDA TODI —————-
In the matter relating to BANWARI LAL TODI————————–
In the matter relating to ANU SHARMA ——————–
In the matter relating to KAMAL KANT AGARWAL ———————–
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 – The inquiry u/s 206 (4) has been carried out and the Inspector has pointed out in his report submitted on 09.07.2019 that the company as violated SS-1. The following points have been noted: i.As mandated by point No. 7.2.1 of SS-1, minutes of the board meetings, shall state at the beginning the serial number and day of the meeting. However, the company has failed so far, the board meetings held from 01.04.2016 to 01.11.2016 . ii.As mandated by point No. 7.2.2.1 (o)/(p) of SS-1, minutes of the board meetings shall state the time of conclusion of the meeting. However, the company has failed so far, the board meetings held from 01.04.2016 to 01.11.2016.
Therefore, the company has violated SS-1 read with 118 (10) of the
2. Hearing Granted
E. Order:
1. The IO has observed that company has violated SS-1 read with Section 118 (10) of the Companies Act, 2013. The following non-compliance with SS-1 were pointed out by IO:
i. As mandated by point No. 7.2.1 of SS-1, minutes of the board meetings, shall state at the beginning the serial number and day of the meeting. However, the company has failed to do so for the board meetings held from 01.04.2016 to 01.11.2016. ii.As mandated by point No. 7.2.2.1 (o)/(p) of SS-1, minutes of the board meetings shall state the time of conclusion of the meeting. However, the company has failed to do so for the board meetings held from 01.04.2016 to 01.11.2016.
Hence, the company and its directors failed to follow SS-1 in preparation of minutes of board meeting held from 01.04.2016 to 01.11.2016 as mandated under Section 118 (10) of the Companies Act, 2013. Show Cause Notice was issued on 08.05.2026 to the company and every officer of the Company who are in default for failure to maintain proper minute book of the board meeting in terms of Section 118(10) of the Companies Act, 2013 read with Secretarial Standard-1. The company and its officer-in default requested for hearing, which was duly provided on 03.07.2026. Mrs. Komal Ahuja (PCS) appeared on behalf of the Company and submitted that Company is now fully compliant with SS-1 and requested for waiver of penalty. Shri Ramesh Kumar Pal (AROC) was also present during hearing.
The minutes book of the board meeting presented before the IO was not compliant with SS-1 as per mandate of section 118 (10) of the Companies Act 2013, as is apparent from the above facts, therefore penalty as provided under section 118(11) of the Companies Act 2013, as mentioned below is being imposed upon the company as well as on its officers in default.
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 | SUNIMA TRADING PRIVATE LIMITED having CIN as U51909UP2008P TC093671 | 25000 | 0 | 25000 | |
| 2 | SHARDA TODI having DIN as
01351603 |
5000 | 0 | 5000 | |
| 3 | BANWARI LAL TODI having DIN as 02260178 | 5000 | 0 | 5000 | |
| 4 | ANU SHARMA having DIN as
07301904 |
5000 | 0 | 5000 | |
| 5 | KAMAL KANT AGARWAL having DIN as 01641506 |
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 Delhi 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 Uttar Pradesh I
