Friday, August 15, 2025

EVEN MINUTE ISSUE CAN RESULT IN COMPLIANCE ISSUE FOR A COMPANY – A WAKEUP CALL TO ALL COMPANY SECRETARIES

 EVEN MINUTE ISSUE CAN RESULT IN COMPLIANCE ISSUE FOR A COMPANY – A WAKEUP CALL TO ALL COMPANY SECRETARIES  


FAILURE TO MENTION IN THE MINUTES  THAT RESOUTION WAS PASSED UNANIMOUSLY  ATTRACTS A PENALTY OF Rs 5 LACS.

SASTASUNDAR HEALTHBUDDY LIMITED VS ROC, CALCUTTA

Section 203(3) of Companies Act 2013 requires that if MD of a company is to be appointed as MD of another company, Board resolution of existing company is required to be passed with the consent of all directors present at the meeting.

In this case, company passed Board resolution and no dissent of any director was recorded in the minutes.

However, the word ‘unanimously’ was not specifically mentioned in the minutes.

ROC still treated it as non-compliance of Sec.203 and levied penalty of Rs.6.50 lakhs (Rs.5 lakhs on company and Rs.50,000 each on 3 directors).


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