The Registrar of Companies (ROC), Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties on Ver Se Innovation Private Limited and its officers for violating Section 173(1) of the Act, which mandates that the gap between two board meetings must not exceed 120 days. The company admitted through a suo-motu adjudication application that it failed to convene its eighth board meeting within the prescribed time. While the seventh board meeting was held on 23 August 2024, the next meeting should have been conducted by 21 December 2024. However, the company convened the meeting only on 25 March 2025, resulting in a delay of 94 days. The company and its officers accepted the default and opted not to seek a personal hearing. As the company did not qualify as a small company, the benefit of reduced penalties under Section 446B was not applicable. Consequently, the ROC imposed penalties of ₹1,03,000 on the company and ₹50,000 each on two directors.
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/01723 | Dated: 09/03/2026
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 24/03/2015appointed 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 VER SE INNOVATION PRIVATE LIMITED [herein after known as Company] bearing CIN U72200KA2007PTC042493, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at MANTRI COMMERCIO, SPATIUM OFFICES UNIT 001, TOWER A, 5TH FLOOR, OUTER RING ROAD, NEAR SAKRA WORLD HOSPITAL, KARIYAMMANA AGRAHARA BELLANDUR BANGALORE SOUTH BANGALORE KARNATAKA INDIA 560103
Individual details:
In the matter relating to VIRENDRA KUMAR GUPTA__________
In the matter relating to UMANG BEDI__________
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 21.07.2025 for violation of section 173(1) of the Act wherein it has been submitted that the company failed to convene its 8th board meeting for the FY ? 2024-25 within the prescribed interval of 120 days. The 7th board meeting was held on 23.08.2024, and the company ought to have held the next board meeting within 120 days, i.e. by 21.12.2024. However, the company held the next board meeting on 25.03.2025 with a delay of 94 days.
In view of the above, the company has violated the provisions of section 173(1) of the Act, rendering the company and its officers in default liable for penalty under section 450 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 on 21.07.2025 for violation of section 173(1) of the Act wherein it has been submitted that the company failed to convene its 8th board meeting for the FY ? 2024-25 within the prescribed interval of 120 days. The 7th board meeting was held on 23.08.2024, and the company ought to have held the next board meeting within 120 days, i.e. by 21.12.2024. However, the company held the next board meeting on 25.03.2025 with a delay of 94 days.
In view of the above, the company has violated the provisions of section 173(1) of the Act, rendering the company and its officers in default liable for penalty under section 450 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 | VER SE INNOVATION PRIVATE LIMITED having CIN as U72200KA2007P TC042493 | 103000 | 0 | 200000 | |
| 2 | VIRENDRA KUMAR GUPTA having DIN as 01828528 | 50000 | 0 | 50000 | |
| 3 | UMANG BEDI having DIN as
02432920 |
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 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
