Y Ltd. has appointed Mr. J in the designation of Director in the Board Meeting held on 09.03.2019 through filing of e-Form DIR-12 dated 11.03.2019. However, the Company has not disclosed the date of Board Meeting held on

CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · June 2025
Y Ltd. has appointed Mr. J in the designation of Director in the Board Meeting held on 09.03.2019 through filing of e-Form DIR-12 dated 11.03.2019. However, the Company has not disclosed the date of Board Meeting held on 09.03.2019 in the Directors Report for F.Y. 2018-19 under Section 134(3)(b) of Companies Act 2013. Advice the company on the grounds to be indicated in show cause notice/adjudicating orders.

Answer & Explanation:

The grounds that may be indicated in the show cause notice/adjudicating orders are discussed below: As per the provisions of Companies Act, 2013 a company is not required to disclose the dates of board meetings in its Board Report. According to section 134(3)(b) of the Companies Act, 2013, it only needs to mention the number of meetings held during the year. Even though not legally required, some companies voluntarily include the dates of board meetings as a matter of good corporate governance. In the given case, it has been specified that the Company has not disclosed a specific board meeting held during the year in the Board report for the said year. The Company and its Directors are officers in default, as per section 2(60), of the Companies Act, 2013. And are thus liable for penal provisions. Since, a violation of section 134(3)(b) has taken place, a penalty under section 134(8) may be levied in accordance with the following provision: If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.

Topics: Company Law

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