ROC Mumbai Orders Penalty Under Section 450 for Board Meeting Default
The Registrar of Companies (ROC), Mumbai, imposed a Rs 10,000 penalty on the company called Pokaran Solaire Energy Private Limited and Rs 10,000 each on its officers in default for failing to hold the required fourth Board Meeting in 2024.
The office received a suo motu application filed by Pokaran Solaire Energy Pvt. Ltd, along with its four directors, regarding a default in holding Board Meetings for the financial year 2024-2025 under Section 173(1) of the Companies Act, 2013.
According to the Companies Act, every company must hold at least four Board Meetings every year, and the gap between two meetings should not exceed 120 days.
However, Pokaran Solaire Energy Pvt. Ltd held only three Board Meetings on February 22, 2024; June 20, 2024 and September 12, 2024.
However, it failed to hold the fourth Board Meeting, which is mandatory. The applicants stated that this failure was not intentional.
Since the company did not comply with Section 173(1), it is considered a default. Therefore, the company and its responsible officers are liable for penalties under Section 450 of the Companies Act, 2013.
The noticees requested an online hearing. Their request was accepted, and a hearing was scheduled on February 02, 2026, under Section 454(4).
A Show Cause Notice was issued to the company and the Company Secretary. In response, it stated that the Company Secretary accidentally failed to issue notice for the 4th Board Meeting. It further requested that a penalty be imposed under Section 173(4) instead of Section 450, as it was a one-time mistake.
The authority observed that the issue is not about notice but about failure to hold the meeting itself. As a result, it imposed a penalty of Rs 10,000 on the company and Rs 10,000 on its officer in default.