ROC penalises company for not consecutively numbering pages of Board Meeting Minutes [Read Order]

The Ministry of Corporate Affairs (MCA) in the matter of M/s BE BOLD AND CONFIDENT CAREERS PRIVATE LIMITED has penalised the company for not consecutively numbering pages of Board Meeting Minutes.

The Company M/S BE BOLD AND CONFIDENT CAREERS PRIVATE LIMITED (CIN: U74999PB2008PTC031596), has been registered under the provisions of the Companies Act, 1956 on 18/01/2008, and has registered office Opp Hakim Bhoja Ram, Nanak Pura Sangrur Punjab 148001 India as per data available at MCA website.

Facts about the case:

That inquiry under Section 206(4) of the Companies Act, 2013 was conducted against M/S Be Bold and Confident Careers Private Limited and during inquiry proceedings, it was found that the pages of minutes of the company produced by the company were not consecutively numbered. This office had issued Show Cause Notice for violation of section 118(1) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 to the company and its directors vide this office letter No. ROC CHD/2023-24/668 dated 20.11.2023.

However, a reply dated 26.12.2023 was received from Sh. Sukhdev Gandhi stated that the task of maintaining the minute books of the company was outsourced by the company to a professional firm that was maintaining the minute books. The minute books were periodically collated at the registered office of the company to comply with the provisions of the Act. Due to the preoccupation of the professional firm, a company hired new professional firm for the maintenance of the minute book. The minutes for a particular period were in the process of collation at the registered office of the company and it remained pending collation.

He further submitted that the copies of the minutes which were submitted to the ROC office were prepared by a new professional firm due to the unavailability of the previous professional firm and the new professional firm temporarily lacked consecutive numbering as the minute book was supposed to be consecutively numbered in continuation to the last numbering on the minute books due to the fact that minute book remained pending collation with previous professional firm.

Hence, they have somehow inadvertently and unintentionally missed the requirement of consecutively numbered.

That this office has not found his representation satisfactory as representation is neither supported by documentary evidence nor signed by the director making representation. Thus, it was evident that the company and its officers in default are liable for penalty as prescribed under Section 118(11) of the Companies Act, 2013 r/w Secretarial Standard -1 on meetings of Board of Directors for not consecutively numbering the pages of the Minutes Book of the company i.e., M/S Be Bold and Confident Careers Private Limited Accordingly, I am inclined to impose a penalty as prescribed under sub-section (11) of Section 118 of the Companies Act, 2013.

The penalty of Rs.40000 has imposed on the company and officers in default.

It is the opinion that the penalty is commensurate with the aforesaid failure committed by the Noticees and the penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income.

It is further directed that the penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.

Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. (Section 454(5) and 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

Your attention is also invited to Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, the company shall be punishable with a fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and officer in default shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or with both.

For Official Order Download PDF Given Below: