ROC Imposes Penalty for Delay in Holding Board Meeting Under Companies Act

The Registrar of Companies (ROC) Bangalore imposed a penalty on a company named Ver Se Innovation Private Limited and its officers in default for failing to hold a Board Meeting within the prescribed time limit as per Section 173(1) of the Companies Act, 2013.

The company filed a suo motu adjudication application on July 21, 2025, because it violated Section 173(1) of the Companies Act, 2013. In the application, the company stated that it failed to convene its 8th Board Meeting for the FY 2024-25 within the prescribed time of 120 days.

The 7th Board Meeting of the company was held on August 23, 2024. According to the law, the next board meeting should have been held within 120 days, i.e., by December 21, 2024. However, the company conducted its next board meeting on March 25, 2025, which resulted in a delay of 94 days beyond the permitted time limit.

Because of this delay, the company violated Section 173(1) of the Companies Act. As a result, the company and its officers who were responsible are liable for penalties under Section 450 of the Act.

After the company submitted the application, a Show Cause Notice was issued, to which the company replied that they accept the violation and the penalty mentioned in the notice and are ready to pay the penalty amount.

The company and its officers did not request a hearing. As a result, no hearing was provided.

It was also examined whether the company qualifies as a “Small Company” under Section 2(85) of the Companies Act, 2013. ROC observed that the company does not fall under this category. Therefore, the benefit of reduced penalty under Section 446B of the Act is not applicable in this case.

As a result, ROC imposed a Rs 103,000 penalty on the company and Rs 50,000 each on its officers in default.