The Registrar of Companies, Bangalore adjudicated a suo motu application under section 454 of the Companies Act, 2013 for violation of section 123(4), attracting penalty under section 450 of the Act. The company had declared an interim dividend at its board meeting on 4 March 2025 and was required to deposit the dividend amount in a separate bank account within five days of declaration. However, the amount was mistakenly credited on 5 March 2025 to the company’s regular current account instead of a designated dividend account, constituting non-compliance with the statutory requirement. The company later furnished board resolutions and bank statements evidencing compliance with other provisions of section 123, but admitted the procedural lapse. As the company did not qualify as a small company, the benefit of reduced penalty under section 446B was held inapplicable. The Adjudicating Officer concluded that the default was established and imposed penalties on the company and the officer in default, with directions for payment and rectification within the prescribed time.
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/01182 | Dated: 15/12/2025
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.
AppA. ointment 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 SYRATRON TECHNOLOGIES PRIVATE LIMITED [herein after known as Company] bearing CIN U51909KA1994PTC016421, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 203, COPPER ARCH NO.83, INFANTRY ROAD NA BANGALORE KARNATAKA INDIA 560001
Individual details:
In the matter relating to ANAND KHANDWALA______________
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 24.03.2025. It has been submitted that the company has declared an Interim dividend at its Board meeting held on 04.03.2025, and the amount of the dividend was to be deposited in a scheduled bank in a separate account within five days from the date of declaration of dividend. However, the company has deposited the dividend amount on 05.03.2025 to the company?s current account instead of separate account, thereby violating the provisions of section 123(4) of the Act. Further, the company is directed to provide compliance of other provisions of section 123 of the Act, and the details as to when the interim dividend was paid to the shareholders of the company along with bank details.
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. It has been submitted that the company has declared interim dividend at its board meeting held on 04.03.2025, and the amount of the dividend was to be deposited in a scheduled bank in a separate account within five days from the date of declaration of dividend. However, the company has deposited the dividend amount on 05.03.2025 to the company?s current account instead of separate account, thereby violating the provisions of section 123(4) of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 16.07.2025 was issued to the company and its officers in default through e-Adjudication module and also through speed post on 23.07.2025. The company was also directed to provide compliance of other provisions of section 123 of the Act, and the details as to when the interim dividend was paid to the shareholders of the company along with bank details. A reply dated 29.07.2025 was submitted on the e-Adjudication portal along with copy of the board resolution and bank statement submitting compliances of the provisions of section 123 of the Act, apart from the lapse for which the adjudication application has been filed. Based on the application and reply to the notice issued, it is concluded that the company has defaulted in complying with the provisions of section 123(4) of the Act, rendering the company and its officer in default liable to penalty.
Further, as the company and officers in default have not sought for a hearing, 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.
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 | SYRATRON TECHNOLOGIES PRIVATE LIMITED having CIN as U51909KA1994P TC016421 | 10000 | 0 | 200000 | |
| 2 | ANAND KHANDWALA having DIN as 00320336 | 10000 | 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
