Here is a detailed breakdown of the adjudication order against Fluence Bess India Private Limited.
1. Case Overview
- Authority: Registrar of Companies, NCT of Delhi & Haryana .
- Date of Order: November 13, 2025 .
- Company: Fluence Bess India Private Limited .
- Section Violated: Section 118(11) of the Companies Act, 2013 (Failure to comply with Section 118 regarding Minutes of Meetings) .
The company filed a suo-moto adjudication application admitting to non-compliance regarding the preparation of minutes and attendance registers for Board Meetings .
2. The Violations
The ROC observed multiple procedural lapses spanning the financial years 2021-22 and 2022-23:
- Failure to Prepare Minutes: The Company failed to prepare and keep minutes for 07 Board Meetings held between February 7, 2022, and January 16, 2023, within the specified time .
- Missing Attendance Registers: The attendance registers for these meetings were also not prepared .
- Vacation of Office Ambiguity: One director, Dhanya Yagna Roopa, reportedly vacated office u/s 167(1)(b) (due to non-attendance for 12 months) on December 19, 2023 . However:
- No DIR-12 was filed for this vacation.
- Paradoxically, this director chaired Board Meetings in August and September 2023—dates during the period they were supposedly absent/vacating.
3. The "Regularization" Myth Busted
The most critical takeaway for professionals from this order is the ROC's stance on retrospective compliance.
In its reply to the show cause notice, the Company stated that the minutes for the meetings in 2022 and early 2023 were "signed and regularized" in a subsequent Board Meeting held on December 28, 2023 .
The ROC categorically rejected this argument, stating:
"However, there is no such provision of regularisation of the minutes of meeting as per Companies Act, 2013."
This reaffirms that minutes must be entered in the minute book within 30 days of the meeting (as per Section 118(1) and SS-1). You cannot hold a meeting a year later to "approve and regularize" past minutes that were never created.
4. Penalty Imposed
The ROC imposed penalties under Section 118(11) on both the Company and the officers in default. The penalty was calculated based on the number of meetings for which the default occurred (7 meetings) .
- Fluence Bess India Private Limited: INR 1,75,000 .
- Officers in Default: Penalties ranging from INR 15,000 to INR 35,000 per officer, to be paid from their personal sources .
The total penalty calculation in the order noted that the Company is liable for INR 25,000 per default and officers for INR 5,000 per default .
5. Key Takeaways for Company Secretaries
- Strict Timeline Adherence: Minutes must be finalized, entered in the Minute Book, and signed within 30 days of the meeting. There is no legal mechanism to "delay and regularize."
- Attendance Registers are Mandatory: Failing to maintain the attendance register is treated as a concurrent violation of Section 118 .
- Director Vacation Monitoring: If a director vacates office u/s 167(1)(b), immediate action (DIR-12) is required. A director cannot continue to chair meetings after triggering the vacation clause .
- Personal Liability: Penalties for these procedural defaults must be paid by officers from personal income, not the company’s account .
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