Statutory Minutes Matter: ROC Imposes Penalty for AGM Record-Keeping Non-Compliance
Introduction
The Registrar of Companies (“ROC”), Chhattisgarh, in an adjudication order passed under Section 454 read with Section 118(11) of the Companies Act, 2013 (“the Act”), imposed penalties on a company and its officers for failure to properly maintain minutes of Annual General Meetings (“AGMs”) in accordance with statutory requirements and Secretarial Standard-2 (“SS-2”).
The order reiterates that maintenance of statutory registers and minutes is a mandatory compliance obligation and that procedural lapses, even if claimed to be inadvertent, attract penal consequences under the Act.
Parties Involved
Case Name: In the matter of Rashi Steel and Power Limited
Order ID: PO/ADJ/03-2026/BP/01812
Date of Order: 24 March 2026
Company: Rashi Steel and Power Limited (CIN: U27205CT2009PLC007869)
Adjudicating Authority: ROC, Chhattisgarh
Facts of the Case
Pursuant to an inspection conducted under Section 206(5) of the Act, the ROC examined the statutory records of the Company. During the course of the inspection, the ROC observed multiple deficiencies in the maintenance of AGM minutes for several financial years. The lapses included:
- Absence of proper serial numbering of minutes
- Non-consecutive page numbering
- Failure to mention the date of the conclusion of meetings
- Minutes not duly signed or initialled as required
- Non-compliance with requirements prescribed under SS-2
The Company submitted that the lapses were procedural and inadvertent in nature. However, the ROC did not accept this explanation and proceeded with adjudication.
Issue
Whether failure to maintain AGM minutes in strict compliance with Section 118 of the Act and SS-2 attracts a penalty under Section 118(11), notwithstanding the Company’s contention that the lapses were procedural and unintentional?
Findings and Order
The ROC held that Section 118 mandates proper preparation, signing and maintenance of minutes of general meetings in the manner prescribed. Compliance with Secretarial Standards is compulsory under the Act.
The Adjudicating Officer observed that statutory requirements relating to the maintenance of minutes are not merely procedural formalities but form part of corporate governance and evidentiary compliance. Non-maintenance or defective maintenance constitutes a violation under Section 118(11).
Accordingly, penalties were imposed as follows:
- Company: ₹25,000
- Officers in default: ₹5,000 each (eight officers identified)
- Total penalty imposed: ₹65,000
The Company and the officers were directed to pay the penalty within the prescribed period. The order also provides the statutory right to appeal before the Regional Director within 60 days.
Conclusion
This adjudication order reinforces that proper maintenance of minutes is a substantive statutory obligation under the Companies Act, 2013. Even technical or procedural deficiencies may attract monetary penalties. The order underscores the importance of strict adherence to Secretarial Standards and statutory documentation requirements.
Takeaway
This order serves as an important reminder that maintenance of AGM minutes is not a mere procedural formality but a statutory obligation under the Act. Compliance with Section 118 and SS-2 is mandatory, and deficiencies such as improper numbering, absence of signatures or incomplete recording of proceedings can attract monetary penalties on both the company and its officers in default.
Companies should therefore conduct periodic internal compliance reviews of minute books and statutory records to ensure strict adherence to prescribed standards and avoid regulatory exposure.
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