The Registrar of Companies, Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013 against Exotel Techcom Private Limited and its officer in default, Shivakumar Ganesan, for non-compliance with Section 138 of the Act. The company, having exceeded the prescribed turnover threshold of ₹200 crore in FY 2021-22, failed to appoint an Internal Auditor for FY 2022-23 and FY 2023-24 as mandated by law. The default continued for 958 days until the Board appointed the Internal Auditor on 14.11.2024. The company and the officer were held liable for penalties of ₹2,00,000 and ₹50,000 respectively. The order directed rectification within 90 days and payment of penalties via the MCA e-Adjudication portal. The company does not qualify as a “small company,” so reduced penalties under Section 446B were not applicable. Appeals can be filed with the Regional Director, Hyderabad, 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/01076 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 EXOTEL TECHCOM PRIVATE LIMITED………………….
Individual details:
In the matter relating to SHIVAKUMAR GANESAN………………..
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 filed a suo-motu application on 09.01.2025 regarding non- compliance of section 138 of the Act wherein it was submitted that the company has not appointed Internal Auditor for the F.Y.2022-23 & 2023-24 as prescribed under section 138 of Companies Act, 2013 thereby violating the provisions of section 138 of the Act and liable for penal action under section 450 of the Companies Act, 2013. The Internal Auditor was appointed by the Board on 14.11.2024.
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 filed a suo-motu application regarding non- compliance of section 138 of the Act wherein it was submitted that the company has not appointed Internal Auditor for the F.Y.2022-23 & 2023-24 as prescribed under section 138 of Companies Act, 2013 thereby violating the provisions of section 138 of the Act and liable for penal action under section 450 of the Companies Act, 2013. The Internal Auditor was appointed by the Board on 14.11.2024.
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. Subsequently, 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 Mr. Sampat Raghavan, practising company secretary and authorized representative of company and officers in default who made the submissions as per the adjudication application filed. Further, as directed during the hearing, the company secretary has submitted the details of turnover of the company for the preceding financial years vide letter dated 25.08.2025. it is seen that the as per section 138 of the Act read with Rule 13(1)(c) of Companies (Accounts) Rules, 2014, the company?s turnover crossed the prescribed turnover of Rs. 200 crore in FY 2021-22, and the company ought to have appointed an internal auditor from the FY 2022-23 onwards. However, the internal auditor was appointed by the Board on 14.11.2024, thereby violating the provisions mentioned above and rendering the company and its officers in default liable for penalty for the duration of 01.04.2022 to 14.11.2024 (958 days).
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.
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 | EXOTEL TECHCOM PRIVATE LIMITED having CIN as U72900KA2011P TC059065 | 200000 | 0 | 200000 | |
| 2 | SHIVAKUMAR GANESAN having DIN as 03478002 | 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
