ROC Imposes Penalty for Failure to Maintain Statutory Minutes Books

The Registrar of Companies (ROC), Bangalore, imposed a penalty on a company called “Minance Investment Advisors Private Limited” and its officers in default for failure to maintain minute books of General Meetings and Board Meetings as required under Section 118 of the Companies Act, 2013.

Background of the case

During the inquiry conducted under Section 206(4) of the Companies Act, 2013, it was observed that the company did not maintain the Minutes Book for General Meetings and Board Meetings as required under Section 118 of the Companies Act, 2013, read with Rule 25 of the Companies (Management and Administration) Rules, 2014.

The directors themselves admitted this fact in their statements recorded under Section 207(3) of the Act. The minute books were also not produced before the Inquiry Officer. Therefore, the company and its officers in default are liable for action under Section 118(11) of the Act.

A show cause notice dated May 14, 2025, was issued to the company and its officers through the e-Adjudication module and also by speed post later. However, only one officer in default, Mr Sarbashish Basu, submitted a reply. His reply was similar to the statement he had already given during the inquiry.

He further claimed that he was only a Non-Executive and therefore should not be held liable. However, the inquiry report shows that he was a promoter director and shareholder of the company. Records such as DIR-12 and MGT-7 filed with the MCA show him as a “Director” and also as an “Executive Director“. There is no evidence to support his claim that he was only an independent director. Therefore, his claim is not acceptable.

He also submitted that, as per a separation/indemnity agreement dated June 26, 2019, between him and another director, he should not be held liable for acts done during his tenure. However, it was observed that this agreement is a private arrangement between individuals. Under the law, directors cannot avoid statutory responsibilities through private agreements. Therefore, this argument is also not accepted.

An e-hearing notice dated January 05, 2026, was issued, and a hearing was scheduled for January 20, 2026. Only Mr Sarbashish Basu appeared and requested another opportunity. The hearing was rescheduled. However, on the rescheduled date, neither the company nor any of the directors appeared.

As a result, ROC imposed a Rs 25,000 penalty on the company and Rs 5,000 each on its officers in default.