PENALTY IMPOSED ON ROSMERTA HOLDINGS FOR IMPROPER NUMBERING OF MINUTE SHEETS IN THE MINUTES BOOK UNDER THE COMPANIES ACT, 2013

 PENALTY IMPOSED ON ROSMERTA HOLDINGS FOR IMPROPER NUMBERING OF MINUTE SHEETS IN THE MINUTES BOOK UNDER THE COMPANIES ACT, 2013

ROSMERTA HOLDINGS / ROSMERTA AUTOTECH LIMITED VS. REGISTRAR OF COMPANIES (ROC), NEW DELHI

FACTS OF THE CASE

·      The Registrar of Companies, Delhi conducted an inspection under Section 206(5).

·      It was observed that the company had not consecutively numbered the minutes books of board meetings.

·      Instead, the numbering was restarted from Page 1 each financial year, which violates Secretarial Standards.

·      The violation occurred for FY 2014-15 onwards in certain minutes’ records.

LEGAL FRAMEWORK

·      Section 118 of the Companies Act, 2013

·      Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI)

KEY COMPLIANCE REQUIREMENT

Minutes must be continuously numbered.

Example:

If FY 2024-25 ends at Page 10,

FY 2025-26 must begin at Page 11, not Page 1 again.

PENALTY IMPOSED

·      Company: ₹25,000

·      Directors in default: ₹5,000 each(On 2 directors)

KEY COMPLIANCE TAKEAWAY

Companies must ensure that minutes books are properly bound and pages are consecutively numbered without restarting each financial year. Even seemingly minor procedural lapses in maintaining statutory registers can attract penalties under the Companies Act, 2013.

YOUR COMPLIANCE PARTNER – R V SECKAR , FCS, LLB 79047 19295

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