ROC Bangalore Levies Penalty on Company and Directors for Secretarial Standards Disclosure Lapse Under Section 118(11) of Companies Act, 2013
Background and Overview
The Registrar of Companies, Bangalore, exercising adjudicatory powers conferred under Section 454 of the Companies Act, 2013, passed a penalty order against a private limited company and its officers in default for contravening Section 118(11) read with Section 118(10) of the Companies Act, 2013. The violation pertained to the omission of a mandatory compliance statement concerning Secretarial Standards-1 and Secretarial Standards-2 in the company's Board Report for the financial year 2018-19.
This case serves as a reminder to corporate compliance officers and company secretaries that even seemingly procedural or technical disclosures in the Board's Report carry statutory consequences when left unaddressed.
Appointment of Adjudicating Officer
The Ministry of Corporate Affairs, through its Gazette Notification bearing reference S.O. 698(E) dated 10/02/2026, formally designated the undersigned as the Adjudicating Officer in terms of Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014. The Adjudicating Officer was thereby empowered to determine and impose penalties for defaults arising under the provisions of the Act.
Company and Officers Involved
Order ID: PO/ADJ/07-2026/BL/02506
Date of Order: 08/07/2026
Company Details
| Particulars | Details |
|---|---|
| Company Name | CHONGQING JIELI INDIA PRIVATE LIMITED |
| CIN | U74999KA2016PTC096814 |
| Registered Office | #117, Woodstock Business Centre, 2nd Floor, The Twin Oaks, Nallurhalli Village, Whitefield, Bangalore, Karnataka – 560066 |
Officers in Default
- GAYATHRI MUTHUKUMARAN
- ZENG PING
- ZHANG YI
Relevant Statutory Provision
Section 118(10) – Companies Act, 2013
Section 118(10) of the Companies Act, 2013 mandates that every company must ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). These Secretarial Standards relate specifically to the conduct of Board Meetings (SS-1) and General Meetings (SS-2).
As a corollary disclosure obligation, every company is required to include in its Board's Report a statement confirming that the company has complied with the applicable Secretarial Standards for the relevant financial year.
Section 118(11) – Penalty Provision
Section 118(11) of the Companies Act, 2013 prescribes the penal consequences for non-compliance with any provision under Section 118. The relevant extract reads as under:
"If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees."