Section 173 Violation: Non-Sending of Board Meeting Notice to every Director

The lawsuit involves alleged non-delivery of notices for a board meeting, raising concerns regarding statutory compliance. Directors Rakesh Jha, Pramod Jha, Mukesh Jha, Himanshu Jha, and Krishna Kant Jha filed two complaints with the Registrar of Companies in Madhya Pradesh, one on August 2, 2023, and the other on August 18, 2023. The complaints highlighted the disregard for Sections 100, 101, 102, 173, 174, 175, and other pertinent aspects of the Companies Act during a board meeting on 08.07.2023.

The key issue of disagreement was the lack of sufficient notice for the meeting on June 26, 2023, at which Krishna Kant Jha and Himanshu Jha were selected as directors. The complainants claimed noncompliance with Secretarial Standards Nos. 1 and 2, citing the lack of a written notice addressed to each member. Show cause notices were given on November 30, 2023, and the corporation answered on December 12, 2023, saying that notices were properly delivered to all members. The company’s response contained tracking numbers and delivery status, contradicting claims of non-receipt by certain directors.


“Notices of Inquiry” were issued on 14.12.2023, and the hearing took place on 19.12.2023, with Mrs Mamta Surange representing the corporation. The adjudicating officer, Mukesh Kumar Soni, reviewed the company’s compliance claims and decided to close the adjudication proceedings against the directors.


In an order dated December 19, 2023, Mukesh Kumar Soni, Registrar of Companies in Madhya Pradesh, decided that, after examining the company’s answer, the adjudication procedures against the directors were closed. The directors were deemed to have followed the provisions of the Companies Act.


However, it is important to emphasise that any person who is dissatisfied with the order has the opportunity to appeal to the Regional Director within 60 days. The case emphasises the need to follow regulatory obligations, particularly the proper issuance of notices for board meetings, to avoid penalties and legal ramifications. The full study sheds light on the nature of the complaint, the company’s response, and the factors that led to the conclusion of adjudication proceedings. This serves as a reminder for businesses to prioritise compliance and communication in corporate governance.

Government of India 

Ministry of Corporate Affairs

 Office of The Registrar of Companies, Madhya Pradesh 

Sanjay Complex, ‘A’ Block, 3rd Floor,

 Jayendraganj, Gwalior — 474009.


Order No. ROC-G/Adj. Pen./u/s. 173(3)Hemco Engineering/3014 Dated: 26 DEC 2023, 

  1. M/s. Hemco Engineering Private Limited, 53-A, Industrial Area, Malanpur NA, Distt. Bhind, M.P. 477117, M.P., E-mail I.D.: 
  2. Pramod Jha, director (DIN- 01248720) (from 28.11.1996 to till date)
  3. Rakesh Jha, director (DIN- 02293146) (From 07.02.2003 to till date)
  4. Mukesh Jha, director (DIN-02448234), (From 28.11.1996 to till date)
  5. Krishana Kant Jha, director (DIN- 10214840), (From 26.06.2023 to till date) 
  6. Himanshu Jha, director (DIN-10214850) (From 26.06.2023 to till date) 
  7. Regional Director, North-Western Region, Ministry of Corporate Affairs, Ahmedabad (Gujarat). 
  8. E-governance cell for uploading the documents.

In the matter of Companies Act, 2013 


 In the matter of adjudication proceeding under sub-section 3 of Section 173 of the Companies Act, 2013. 


In the matter of M/s. Hemco Engineering Private Limited 


Date of hearing: 19th December 2023

G Akshay Associates