The Registrar of Companies, Bangalore, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, imposed penalties for violation of Section 118(11) arising from non-compliance with Section 118(10). An inquiry report stated that the company’s Board Report for FY 2018-19 did not include the required statement regarding compliance with Secretarial Standards-1 and 2 relating to Board and shareholders’ meetings. Following directions from the Ministry, show cause notices were issued, and the company admitted the violation in its adjudication application, stating that the omission was inadvertent, technical in nature and without mala fide intention, while requesting imposition of the minimum permissible penalty. The Adjudicating Officer noted that the company did not qualify as a small company under Section 2(85), making Section 446B inapplicable. Accordingly, a penalty of ₹25,000 was imposed on the company and ₹5,000 each on three officers in default under Section 118(11). The order directs the company and officers to rectify the default and pay the penalties within 90 days, provides for payment through the MCA e-Adjudication facility, and states that an appeal may be filed before the Regional Director, Bangalore within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/07-2026/BL/02506 Dated: 08/07/2026
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 CHONGQING JIELI INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74999KA2016PTC096814, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at #117, WOODSTOCK BUSINESS CENTRE, 2ND FLOOR, THE TWIN OAKS, NALLURHALLI VILLAGE, WHIT EFIELD NA BANGALORE BANGALORE KARNATAKA INDIA 560066
Individual details:
In the matter relating to GAYATHRI MUTHUKUMARAN ——
In the matter relating to ZENG PING ——
In the matter relating to ZHANG YI —–
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 – In the Inquiry Report, the IO has reported that as per section 118(10) of the Companies Act, 2013 r/w secretarial standards-1 every company should disclose in its Board Report a statement on compliance of applicable Secretarial Standards. However, as per the Board Report for the year 2018-19 the company has failed to include such statement regarding the compliance of secretarial Standard-1 & 2 with regard to Board and shareholders meeting. Hence the company and directors have violated the provisions of above section.
After examination, the Competent Authority has directed this office to take necessary penal action for violation of section 203 of the Act.
In view of the directions of Ministry, this office has issued SCN on 09.09.2024 to the company and its directors. Reply received from the Company:
The company has submitted reply dated 23.09.2024 and stated that the company will file adjudication application u/s 454 of the Act.
2. The company and officers in default have not asked for e-hearing as per request letter dated 10.06.2026 received through e-mail on 10.06.2026 and same was not provided the order is issued based on the application, notice for adjudication and replies received.
E. Order:
1. The company has filed an adjudication application on the basis of violation reported by IO during the Inquiry conducted u/s 206(4) of the Act and admitting violation of section 118 of the Act wherein it was submitted that, as per the Board report for FY 2018-19 the company has failed to include a statement regarding compliance of Secretarial Standard 1 & 2 with regard to Board Meeting and Shareholders Meeting, resulting in violation of section 118(10) of the Act .
Pursuant to the adjudication application filed by the company, show cause notice dated 15.05.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 20.05.2026 and e-mail dated 23.05.2026 to foreign directors. The Company and Officer in default have submitted reply on the e-Adjudication portal on 27.05.2026 and stating that ?the omission pointed out in the Show Cause Notice pertains only to the non-inclusion of a specific statement regarding compliance with Secretarial Standards in the Board’s Report for the Financial Year 2018-19. The Company humbly submits that the said omission was inadvertent, technical in nature, and without any mala fide intention or deliberate suppression. Without prejudice to the above submissions, and while respectfully accepting the observations made in the Show Cause Notice, we request your good office to take a lenient view in the matter and consider imposing the minimum permissible penalty under Section 454 and Section 118(11) of the Companies Act, 2013?.
Further, the company and its officers in default have opted for no e-hearing in the matter and hence, the same has not been provided. This order is issued based on the application, notice for adjudication, and the replies received.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | CHONGQING JIELI INDIA PRIVATE LIMITED having CIN as U74999KA2016P TC096814 | 25000 | 0 | 25000 | |
| 2 | GAYATHRI MUTHUKUMARA N . having DIN as 06902740 | 5000 | 0 | 5000 | |
| 3 | ZENG PING having DIN as07625982 |
5000 | 0 | 5000 | |
| 4 | ZHANG YI having DIN as07625993 |
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 Bangalore 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.
Arvind Bunkar,
Registrar of Companies
ROC Bangalore
