The Registrar of Companies, Bangalore, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, examined a suo-motu adjudication application filed by Brambles India Services Private Limited. The application, submitted on 24 April 2025, disclosed a violation of Section 173(1) of the Act, which mandates that companies must hold board meetings at prescribed intervals not exceeding 120 days. The records showed that the company conducted its second board meeting for FY 2024–25 on 5 July 2024 and was required to convene the next meeting by 2 November 2024. However, the third board meeting was held on 4 February 2025, resulting in a delay of 94 days. A show cause notice dated 19 February 2025 was issued to the company and its officers through the e-Adjudication module and via speed post, and replies were submitted on 31 July 2025. The company and the officers restated the same facts presented in their application and did not request a personal hearing, leading the authority to proceed on the basis of the documents available.
In reviewing the material, the Adjudicating Officer noted that the company did not fall within the definition of a “small company” under Section 2(85) of the Act, and therefore the benefit of reduced penalty under Section 446B was not applicable. Based on the admitted default and statutory provisions, penalties were imposed on the company and its officers in default under Section 450, which applies when no specific penalty is provided elsewhere in the Act. The company was subjected to a penalty of ₹1,03,000, while each of the two officers in default—Sameer Mittal and Prashant Srivastava—was penalised ₹50,000. No additional per-day penalty was levied, and the amounts remained within the statutory maximum limits. The order directs the company and the officers to rectify the default and pay the penalties within 90 days of receiving the order. Payment is required to be made through the Ministry of Corporate Affairs’ e-Adjudication portal, and officers must pay their penalties from personal funds.
The order also informs the noticees of their right to appeal to the Regional Director, Hyderabad, within sixty days from the date of receipt of the order, by filing Form ADJ accompanied by a certified copy of the adjudication order. It further highlights that failure to pay the penalty within the prescribed time may attract additional consequences under Section 454(8) of the Act. The adjudication order thus concludes by recording the violation, acknowledging the company’s voluntary disclosure, determining the applicable penalty framework, and specifying the steps required for compliance and the available appellate remedy.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/11-2025/BL/00916 | Dated: 22/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to BRAMBLES INDIA SERVICES PRIVATE LIMITED [herein after known as Company] bearing CIN U62011KA2024FTC190323, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1ST FLOOR, NO. 351/10-5, SALARPURIA ANNEXE, ADUGODI, TAVAREKERE TAVAREKERE BANGALORE BANGALORE KARNATAKA INDIA 560029
Individual details:
In the matter relating to SAMEER MITTAL
In the matter relating to PRASHANT SRIVASTAVA
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed a suo-motu adjudication application on 24.04.2025 for violation of section 173(1) of the Act wherein it was submitted that the company failed to convene its 3rd board meeting for the FY ? 2024-25 within the prescribed interval of 120 days. The 2nd board meeting was held on 05.07.2024, and the company ought to have held the next board meeting within 120 days, i.e. by 02.11.2024. However, the company held the next board meeting on 04.02.2025 with a delay of 94 days.
2. The company and officers in default have not asked for a hearing and same was not provided. The order is issued based on the application, notice for adjudication and replies received.
E. Order:
1. The company has filed a suo-motu adjudication application for violation of section 173(1) of the Act wherein it was submitted that the company failed to convene its 3rd board meeting for the FY ? 2024-25 within the prescribed interval of 120 days. The 2nd board meeting was held on 05.07.2024, and the company ought to have held the next board meeting within 120 days, i.e. by 02.11.2024. However, the company held the next board meeting on 04.02.2025 with a delay of 94 days.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 20.02.2025 to which the company and officers in default have submitted their replies on the e-Adjudication portal vide letter dated 31.07.2025 stating the same facts and figures regarding the non-compliance and its duration as provided in the adjudication application. Further, the company and officers in default have not sought for a hearing and the same has not been provided. This order is issued based on the application, notice for adjudication, and the replies received.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per section 446B of the Act shall not be applicable in the case.
4. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | BRAMBLES INDIA SERVICES PRIVATE LIMITED having CIN as U62011KA2024F TC190323 | 103000 | 0 | 200000 | |
| 2 | SAMEER
MITTAL having DIN as 03503278 |
50000 | 0 | 50000 | |
| 3 | PRASHANT SRIVASTAVA having DIN as 10687897 | 50000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Hyderabad within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Avais Patwegar,
Registrar of Companies
ROC Bangalore
