The Registrar of Companies, Bangalore, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 201(1) read with Rule 7(3) of the Companies (Appointment and Remuneration) Rules, 2014. The company appointed a whole-time director who was not a resident of India and was required to obtain Central Government approval within 90 days from the date of appointment (17.05.2023). However, the company incorrectly computed the 90-day period from the date of shareholder approval and filed the application belatedly on 21.02.2024, resulting in a delay of 190 days. The violation was acknowledged, and after considering submissions and hearing, penalties were imposed under Section 450. The company was fined ₹1,99,000, while three officers in default were each penalized ₹50,000. The company was directed to rectify the default and pay penalties within 90 days, with the option to appeal 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/03-2026/BL/01754 | Dated: 20/03/2026
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 24/03/2015 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 YOKOGAWA INDIA LIMITED [herein after known as Company] bearing CIN U74210KA1987FLC008304, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 96, ELECTRONIC CITY COMPLEXHOSUR ROAD BANGALORE 100 NA BANGALORE KARNATAKA INDIA 560100
Individual details:
In the matter relating to BETTADAPURA SURYA NARAYANA SRINIVASA _________
In the matter relating to SAJIV RAVINDRAN NATH _________
In the matter relating to KATSUYA IKEZAWA _________
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 an adjudication application for violation of section 201(1) of the Act read with Rule 7(3) of Companies (Appointment and Remuneration) Rules, 2014.
It has been submitted in the application that the company, in its board meeting held on 25.03.2023, appointed Mr. Katsuya Ikezawa as a whole time director with effect from the date of allotment of his DIN which was allotted on 17.05.2023 making this the effective date of his appointment. Thereafter, this appointment was approved by the members in the AGM held on 24.11.2023.
As the appointee whole time director was not a resident of India which is variance to the conditions specified in Part I of Schedule V of the Act, the approval of the Central Government was required to be obtained within 90 days from the date of appointment i.e. by 15.08.2023 considering 17.05.2023 as his date of appointment.
However, as submitted in the application, the company calculated the prescribed duration of 90 days from the date of shareholders? approval obtained at the AGM held on 24.11.2023 and made an application to the Central Government in eForm MR-2 vide SRN AA6904272 on 21.02.2024. This has resulted in violation of the provisions of the Act mentioned above which was pointed out by the Central Government on receipt of the company?s application and the company was directed to get this violation adjudicated. Accordingly, this adjudication application has been filed.
In view of the above, the company and its officers in default have violated the provisions of section 201(1) of the Act read with Rule 7(3) of Companies (Appointment and Remuneration) Rules, 2014 for the duration of 15.08.2023 to 21.02.2024 i.e. 190 days and are liable for penalty under the provisions of section 450 of the Act. As the company is a subsidiary company and does not fall under the definition of a small company, the provisions of section 446B of the Act shall not be applicable in this case.
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 an adjudication application for violation of section 201(1) of the Act read with Rule 7(3) of Companies (Appointment and Remuneration) Rules, 2014.
It has been submitted in the application that the company, in its board meeting held on 25.03.2023, appointed Mr. Katsuya Ikezawa as a whole time director with effect from the date of allotment of his DIN which was allotted on 17.05.2023 making this the effective date of his appointment. Thereafter, this appointment was approved by the members in the AGM held on 24.11.2023.
As the appointee whole time director was not a resident of India which is variance to the conditions specified in Part I of Schedule V of the Act, the approval of the Central Government was required to be obtained within 90 days from the date of appointment i.e. by 15.08.2023 considering 17.05.2023 as his date of appointment.
However, as submitted in the application, the company calculated the prescribed duration of 90 days from the date of shareholders? approval obtained at the AGM held on 24.11.2023 and made an application to the Central Government in eForm MR-2 vide SRN AA6904272 on 21.02.2024. This has resulted in violation of the provisions of the Act mentioned above which was pointed out by the Central Government on receipt of the company?s application and the company was directed to get this violation adjudicated. Accordingly, this adjudication application has been filed.
In view of the above, the company and its officers in default have violated the provisions of section 201(1) of the Act read with Rule 7(3) of Companies (Appointment and Remuneration) Rules, 2014 for the duration of 15.08.2023 to 21.02.2024 i.e. 190 days and are liable for penalty under the provisions of section 450 of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 30.12.2025 was issued to the company and its officers in default through e-Adjudication module, and was also sent through speed post on 30.12.2025. The Company and its officers in default submitted reply in E-Adj module, stating, inter alia, that ? the absence of any willful default and prompt corrective actions undertaken upon being apprised of the lapse.
As the company sought for hearing in the matter, e-hearing notice dated 04.03.2026 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 06.03.2026 which was attended by Mr. P. Sriram, practising company secretory and authorized representative of company and Mr. Katsuya Ikezawa and Bettadapura Surya Narayana Srinivasa and who reiterated the submissions made in the adjudication application filed and requested for nominal penalty. This order is issued based on the application, notice for adjudication, replies received and submission made during hearing.
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 446 Act shall not be applicable in the case.
Therefore, having considered the facts and circumstances of the case and the submissions made by the company and its officers in default through his authorised representative as detailed above, and in exercise of the powers vested under section 454(3)(a) of the Companies Act 2013, I do hereby impose the penalty in the following manner.
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 | YOKOGAWA INDIA LIMITED having CIN as U74210KA1987F LC008304 | 199000 | 0 | 200000 | |
| 2 | BETTADAPURA SURYA NARAYANA SRINIVASA having PAN as ANMPS9709F | 50000 | 0 | 50000 | |
| 3 | SAJIV RAVINDRAN NATH having DIN as 02201563 | 50000 | 0 | 50000 | |
| 4 | KATSUYA IKEZAWA having DIN as 10166376 | 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
