ROC Penalizes Company for Failure to Serially Number Board Meeting Minutes:

ROC Penalizes Company for Failure to Serially Number Board Meeting Minutes The Registrar of Companies (ROC) Delhi under the Ministry of Corporate Affairs (MCA), Government of India, shared an Order for Adjudication on October 09, 2025, imposing a penalty on a company named Rosmerta Autotech Limited under Section 454 of the Companies Act, 2013, for Violation of Section 118(11) of the Companies Act, 2013. The company's office is located at Connaught Place, New Delhi. The case also includes three directors of the company: Mr Pankaj Madan, Mr Sandeep Malik, and Mr Akhil Gupta, who were responsible officers during the relevant period.

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During the probe, it was discovered that the company failed to maintain proper minutes of board meetings during the financial year 2014-15 (assessment year 2015-16). The minutes were not serially numbered, which is required under Section 118 of the Act. This was mentioned in paragraph 24 of the preliminary inspection report. Based on this finding, the company applied for adjudication of the matter. In conclusion to the action, the company requested an e-hearing, which was conducted on 2nd September 2025. Mr Suresh Gambhir appeared on behalf of the company and the directors. The hearing was held to review the violation and to allow the company to present its explanation before the Adjudicating Officer. The company failed to serially number the minutes of board meetings for the financial year 2014-15, which is a non-compliance. Hence, the authority issued a show cause notice (SCN) against the company. In reply to the SCN issued on May 07, 2025, the company and the officer-in-default submitted replies on May 22, 2025, and October 08, 2025, requesting adjudication without penalty. The company stated that the fault was unintentional and right actions were taken. They also clarified that Mr Akhil Gupta, appointed as a director on November 30, 2024, was not responsible for the default, as it occurred before his appointment. Therefore, the authority confirmed the penalty on the company and the directors who were in default under Section 118(11) of the Companies Act, 2013, according to the ROC order.

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The penalty was imposed on Rosmerta Autotech Limited and its officers in default for non-compliance. The company was fined Rs. 25,000, while Mr. Pankaj Madan, Mr. Sandeep Malik, and Mr. Akhil Gupta were each fined Rs. 5,000. The company and its directors have been instructed to pay the applicable penalty amount within 90 days from receiving the order.