The Registrar of Companies, Kanpur, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 103(1) relating to quorum requirements at Annual General Meetings, attracting penalty under Section 450. During inspection under Section 206(5), it was observed from AGM minutes dated between 2016 and 2020 that only 18 members attended the meetings. However, where the number of members exceeds 5,000, Section 103(1) mandates a quorum of at least 30 members personally present. The inspection report dated 28 February 2023 recorded the violation, and the Regional Director approved penal action in September 2024. A Show Cause Notice issued on 9 January 2026 elicited no response or request for hearing. Consequently, the ROC imposed the maximum penalty of ₹2,00,000 on the company and ₹50,000 each on four officers in default under Section 450. The noticees must rectify the default and pay the penalty within 90 days, with a right to appeal before 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/01628 Dated: 10/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 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
Individual details:
In the matter relating to SYED RAZA HAIDER—–
In the matter relating to MOHAMMAD NAIMULLAH FAIZI ——
In the matter relating to SIRAJ MEHDI ——-
In the matter relating to INTEZAR ABIDI ——–
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
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 the Annual General Meeting minutes dated 30.09.2016, 30.09.2017, 30.09.2018, 30.09.2019, 30.12.2020 attached with the reply of the Company, the meeting has been attended by 18 members only. As per Section 103(1) of the Companies Act, 2013 the quorum for general meeting is thirty members personally present if the number of members as on the date of the meeting exceeds five thousand. 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 103 (1) of the Companies Act, 2013. thereby attracting the penal provisions mentioned under Section 450 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. The Inspecting Officer (IO) has observed from the Annual General Meeting minutes dated 30.09.2016, 30.09.2017, 30.09.2018, 30.09.2019, 30.12.2020 attached with the reply of the Company, the meeting has been attended by 18 members only. As per Section 103(1) of the Companies Act, 2013 the quorum for general meeting is thirty members personally present if the number of members as on the date of the meeting exceeds five thousand. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 103 (1) of the Companies Act, 2013. thereby attracting the penal provisions mentioned under Section 450 of the Act.
Show Cause Notice were issued on 09.01.2026 to the company and its officer-in-default. 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 450 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 | 200000 | 0 | 200000 | |
| 2 | SYED RAZA HAIDER having DIN as 02758396 | 50000 | 0 | 50000 | |
| 3 | MOHAMMAD NAIMULLAH FAIZI having DIN as 02886881 | 50000 | 0 | 50000 | |
| 4 | SIRAJ MEHDI having DIN as
02929182 |
50000 | 0 | 50000 | |
| 5 | INTEZAR ABIDI having DIN as
02929191 |
50000 | 0 | 50000 |
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
