ROC Mumbai Penalises Company, Directors for Improper Maintenance of Meeting Minutes:

ROC Mumbai Penalises Company, Directors for Improper Maintenance of Meeting Minutes The Registrar of Companies (ROC), Mumbai, has imposed a penalty on a company and its directors for not maintaining the minutes of Board Meetings and General Meetings properly as required under the Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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The issue was brought to the fore after the Ministry, through its letter dated August 13, 2015, directed Regional Directors to initiate an inquiry under Section 206(4) of the Companies Act. The Inquiry Officer submitted a report later on 30th March, 2023. During the investigation, it was found that the pages of the company’s minutes books for Board Meetings and General Meetings from the financial years 2015-16 to 2022-23 were not consecutively numbered. This was in contravention of Section 118(1) and Section 118(10) of the Companies Act and also Clause 7.1.4 of Secretarial Standard-1. A Show Cause Notice was issued to the company and its directors. In reply, the company admitted the default. The Adjudicating Officer noted that one of the directors had sought an online hearing, but it could not be held due to technical issues on the e-adjudication portal. Since the company and the directors had already accepted the violation, the officer decided that a hearing was not needed. It was found that during the financial year 2015-16, the company conducted seven Board Meetings and one Annual General Meeting. However, the minutes of these meetings were not maintained properly as required by law. Therefore, the company and its officers were held liable for penalty under Section 118(11) of the Act.

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The authority clarified that the current order relates only to the first Board Meeting held on July 5, 2015. Separate proceedings will be initiated for defaults related to other meetings and later financial years from 2017-18 to 2022-23. As a result, the company has been fined Rs. 25,000, while each director in default has been fined Rs. 5,000.