VALVES INDIA PRIVATE LIMITED WAS PENALIZED BY ROC, BENGALURU FOR NON MAITENANCE OF BOARD MEETING NOTICES, PROOF OF DISPATCH, AND GENERAL MEETING NOTICES AS REQUIRED UNDER SECRETARIAL STANDARDS SS-1 AND SS-2 FOR FY 2020–21 AND 2021–22.

 VALVES INDIA PRIVATE LIMITED WAS PENALIZED BY ROC, BENGALURU FOR NON MAITENANCE OF BOARD MEETING NOTICES, PROOF OF DISPATCH, AND GENERAL MEETING NOTICES AS REQUIRED UNDER SECRETARIAL STANDARDS SS-1 AND SS-2 FOR FY 2020–21 AND 2021–22.

VIOLATION OF SECTION 118(11) CONCERNING MAINTENANCE OF MEETING-RELATED RECORDS.

FACTS OF THE CASE

FAILURE TO MAINTAIN BOARD MEETING NOTICES.

•        FAILURE TO MAINTAIN PROOF OF DISPATCH OF NOTICES.

•        FAILURE TO MAINTAIN GENERAL MEETING NOTICES.

•        EVIDENCE: SECRETARIAL AUDITOR NOTED THE NON-COMPLIANCE IN FORM MGT-8.

PRACTICING COMPANY SECRETARY REPORT IN FORM MGT-8

Practicing company secretary has mentioned in her report in form MGT-8, that the Board Meeting notice and proof of dispatch of Board meeting notice and General meeting notice were not made available during scrutiny from 2019 onwards. No proof of compliance of Sec.118 was submitted during the inquiry. Hence, there is a violation of Sec.118 of the Companies Act, 2013.

WHY THIS MATTERS ?

•        Secretarial Standards SS-1 & SS-2 are mandatory under Section 118 of the Companies Act, 2013.

•        They ensure transparency, accountability, and proper documentation of company meetings.

•        Non-compliance can lead to penalties, reputational damage, and stricter scrutiny from regulators.

LESSONS FOR OTHER COMPANIES

1.      MAINTAIN PROPER RECORDS:

•        Keep copies of all notices issued for board and general meetings.

•        Preserve proof of dispatch (email logs, courier receipts, etc.).

2.      AUDIT TRAIL:

•        Ensure secretarial auditors have access to complete documentation.

•        Record compliance in statutory registers and filings.

3.      REGULAR COMPLIANCE CHECKS:

•        Conduct internal audits to verify adherence to SS-1 and SS-2.

•        Train company secretaries and compliance officers on documentation standards.

                                                      PENALTY IMPOSED

On Company	Rs 25000
On One Director	Rs 5000

KEY TAKEAWAY

The case of Valves India Private Limited highlights the critical importance of maintaining meeting-related records under Secretarial Standards. Companies must treat compliance not as a formality but as a core governance requirement to avoid penalties and safeguard credibility.

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