The Registrar of Companies, Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013 against Sushruta Medical Aid and Research Hospital Limited and its officer in default, Krishna Prasad Surapaneni, for non-compliance with Section 196(4) read with Part I of Schedule V of the Act. The company had appointed a non-resident director as managing director from 03.02.2023 to 20.03.2024 without obtaining prior approval from the Central Government or filing necessary forms. Upon detection, the company rectified the default by securing resignation and filing Form DIR-12. The officers were directed to obtain post-facto sanction via Form MR-2. Penalties imposed include ₹2,00,000 on the company and ₹50,000 on the officer in default. Another officer, Sooda Hemachandra Shetty, was exempted from penalty as he had resigned earlier. The order provides a 90-day period for rectification and payment of penalties, with the option to appeal to the Regional Director within 60 days.
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/12-2025/BL/01078 Dated: 08/12/2025
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 SUSHRUTA MEDICAL AID AND RESEARCH HOSPITAL LIMITED [herein after known as Company] bearing CIN U85110KA1982PLC004845, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 202, RASHTRIYA VIDYALAYA ROAD,BANGALORE 202, RASHTRIYA VIDYALAYA ROAD,BANGALORE NA BANGALORE KARNATAKA INDIA 560004
Individual details:
In the matter relating to KRISHNA PRASAD SURAPANENI……………..
In the matter relating to SOODA HEMACHANDRA SHETTY…………………
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 application on 13.12.2024 regarding non- compliance of section 196(4) r/w Part 1 of Schedule V(e) of the Act wherein it was submitted that the company had appointed Mr. Krishna Prasad Surapaneni, a non-resident director as managing director w.e.f. 03.02.2023 for a period of 5 years. However, it was notice that the said appointment was in violation of the provisions of section 196(4) r/w Part 1 of Schedule V(e) of the Act, the company has taken steps to rectify the default and secured resignation from the managing director w.e.f. 21.03.2024 and duly filed Form DIR-12 on 10.05.2024.
Hence, the company and officer in default has violated the provisions of the section for the period from 03.02.2023 to 20.03.2024 i.e. 412 days.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu application regarding non-compliance of section 196(4) r/w Part 1 of Schedule V(e) of the Act wherein it was submitted that the company had appointed Mr. Krishna Prasad Surapaneni, a non-resident director as managing director w.e.f. 03.02.2023 for a period of 5 years. However, it was noticed that the said appointment was in violation of the provisions of section 196(4) r/w Part 1 of Schedule V(e) of the Act, the company has taken steps to rectify the default and secured resignation from the managing director w.e.f. 21.03.2024 and duly filed Form DIR-12 for the same. Hence, the company and officers in default have violated the provisions of the section for the period from 03.02.2023 to 20.03.2024 i.e. 412 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 through speed post on 20.02.2025.
The erstwhile wholetime director, Mr. Sood Hemachandra Shetty submitted his reply on 29.05.2025 on e-Adjudication portal stating that had resigned from the company on 07.10.2022 and DIR-12 form vide SRN F32437998 dated 22.10.2022 was also filed for the same. His submission is considered, and no penalty is levied on him.
Subsequently, as the company had opted for hearing in the matter, e-hearing notice dated 12.08.2025 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 20.08.2025 which was attended by Mrs. Sumana Rao, practising company secretary and authorized representative of the company and officers in default who made the submissions as per the adjudication application filed. Further, as directed during hearing, the authorised representative thereafter submitted that the company has not filed MR-1 form and has not taken approval from Central Government. It was also submitted that no substantial decisions have been taken by the board of directors of the company during this duration except the decisions in the ordinary course of business.
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 the section 446B of the Act shall not be applicable in the case.
Further, in terms of provisions of section 454(3)(b) of the Act, in order to rectify the default, the company is directed to make an application to the Central Government in form MR-2 to obtain a post-facto sanction for the duration 03.02.2023 to 20.03.2024 in which Mr. Krishna Prasad Surapaneni was appointed as a managing director.
2. 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 | SUSHRUTA MEDICAL AID AND RESEARCH HOSPITAL LIMITED having CIN as U85110KA1982P LC004845 | 200000 | 0 | 200000 | |
| 2 | KRISHNA PRASAD SURAPANENI having DIN as 02036963 |
50000 | 0 | 50000 | |
| 3 | SOODA HEMACHANDRA SHETTY having DIN as 05229436 | 0 | 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
