Minutes Not Serially Numbered: MCA Imposes Rs. 40k Penalty on Company [Read Notification]
Considering the nature of the breach, the adjudicating officer rejected the plea for waiver of penalty, stating that Section 118(11) prescribes mandatory fines when minutes are not maintained in accordance with the law
Penalty
Penalty
The Ministry of Corporate Affairs ( MCA ) has imposed a total penalty of ₹40,000 on company and its directors after an inspection revealed that the company had failed to serially number its board meeting minutes for the financial year 2014-15, in violation of Section 118 of the Companies Act, 2013 read with Secretarial Standards SS-1 and SS-2.
The Registrar of Companies, acting as Adjudicating Officer under Section 454, issued the penalty order on 9 October 2025, following the company’s application for adjudication after the non-compliance was flagged in the preliminary inspection findings. The application was filed by Rosmerta Autotech Limited.
During the proceedings, the company requested an e-hearing, after which its authorised representative appeared and argued that the lapse was unintentional and had occurred several years earlier.
The company also stated that one of the directors, Mr. Akhil Gupta had joined only in September 2024 long after the period of violation and therefore should not be treated as an officer by default.
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However, the ROC noted that the inspection clearly established that the minutes of board meetings for FY 2014-15 were maintained without serial numbering, breaching statutory requirements intended to ensure the integrity and traceability of corporate records.
Considering the nature of the breach, the adjudicating officer rejected the plea for waiver of penalty, stating that Section 118(11) prescribes mandatory fines when minutes are not maintained in accordance with the law.
The order accordingly levied a penalty of ₹25,000 on the company and ₹5,000 each on the directors in default. Although the company argued that Mr. Akhil Gupta should be excluded, the ROC treated him as covered under the definition of officer for the purposes of the adjudication.
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