The Registrar of Companies (ROC), Bangalore, issued an adjudication order dated 9 March 2026 under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 149(3) relating to the requirement of having at least one resident director in India. The company admitted through a suo-motu adjudication application that after the resignation of its resident director on 14 December 2017, all remaining directors were residing in the United States and could not meet the residency requirement. As a result, the company remained non-compliant for 2297 days (15 December 2017 to 30 March 2024). Compliance was restored only after the appointment of three resident directors on 30 March 2024. Following a show cause notice issued in January 2026, the company and its officers accepted the violation and opted not to seek a hearing. The ROC imposed a ₹3,00,000 penalty on the company and ₹1,00,000 each on three defaulting officers, payable within 90 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/03-2026/BL/01724 | Dated: 09/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 INDO-MIM LIMITED [herein after known as Company] bearing CIN U28110KA1996PLC137499, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 45 (P), KIADB INDUSTRIAL AREA HOSKOTE NA BANGALORE BANGALORE RURAL KARNATAKA INDIA 562114
Individual details:
In the matter relating to KRISHNA CHIVUKULA __________
In the matter relating to KRISHNA CHIVUKULA JR __________
In the matter relating to SANTOSH KUMAR DASH __________
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed a suo-motu adjudication application for violation of section 149(3) of the Act, wherein it has been submitted that the company failed to comply with the requirements of the provisions related to a resident director for the period starting from 14.12.2017 till 29.03.2024 on account of resignation of Mr. Parasuraman Balasubramanian on 14.12.2017. Thereafter, till 29.03.2024, all the other directors were residing in USA and could not achieve the residential status as required under the provisions of the Act. It has been submitted that the directors during this period of default could not travel to India due to unavoidable circumstances beyond their control.
Thereafter, the company appointed three resident directors as additional directors on 30.03.2024 and complied with the requirements under section 149(3) of the Act.
In view of the above, the company has violated the provision of section 149(3) of the Act for a period of 2297 days i.e. from 15.12.2017 to 30.03.2024 rendering the company and its officers in default liable for penalty under section 172 of the Act.
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 149(3) of the Act, wherein it has been submitted that the company failed to comply with the requirements of the provisions related to a resident director for the period starting from 14.12.2017 till 29.03.2024 on account of resignation of Mr. Parasuraman Balasubramanian on 14.12.2017. Thereafter, till 29.03.2024, all the other directors were residing in USA and could not achieve the residential status as required under the provisions of the Act. It has been submitted that the directors during this period of default could not travel to India due to unavoidable circumstances beyond their control.
Thereafter, the company appointed three resident directors as additional directors on 30.03.2024 and complied with the requirements under section 149(3) of the Act.
In view of the above, the company and officers in default have violated the provision of section 149(3) of the Act for a period of 2297 days i.e. from 15.12.2017 to 30.03.2024 rendering the company and its officers in default liable for penalty under section 172 of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 23.01.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 23.01.2026. The Company and Officer in default have submitted reply on the e-Adjudication portal on 04.02.2026 stating, inter alia, that ? the company and officer in default have accepted the penalty amount shown in show cause notice and ready to pay the penalty amount.
Further, the company and its officers in default have opted for no hearing in the matter and hence, 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 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 | INDO-MIM LIMITED having CIN as U28110KA1996P LC137499 | 300000 | 0 | 300000 | |
| 2 | KRISHNA CHIVUKULA having DIN as 01625119 |
100000 | 0 | 100000 | |
| 3 | KRISHNA CHIVUKULA JR having DIN as 02483835 | 100000 | 0 | 100000 | |
| 4 | SANTOSH KUMAR DASH having PAN as APVPD4112N | 100000 | 0 | 100000 |
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 Bangalore 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
