The Registrar of Companies, Bangalore passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 203(5) due to failure in appointing a whole-time Company Secretary within the prescribed period. The company, having a paid-up capital above the statutory threshold, was required to appoint a Company Secretary from 2014 but did so only in September 2019, resulting in continuous non-compliance. The company admitted the default and pleaded guilty during adjudication proceedings. The ROC held that such prolonged failure attracts strict penalties, irrespective of eventual compliance. Consequently, a penalty of ₹5 lakh was imposed on the company and key officers, with one officer receiving a slightly lower penalty. The authority clarified that the company did not qualify for lesser penalties applicable to small companies. The order mandates payment within 90 days and allows appeal before the Regional Director, reinforcing strict enforcement of managerial compliance norms.
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/01828 | Dated: 28/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 203(5) 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 AVK VALVES INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U29268KA2009PTC067581, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 112, NOSIGERE VILLAGE, KIADB INDUSTRIAL AREA 3RD PHASE MALUR MALUR KOLAR KARNATAKA INDIA 563130
Individual details:
In the matter relating to ANDREAS HELMUT GEISINGER…………..
In the matter relating to . DEEPAK BALIGA………..
In the matter relating to NIELS ERIK ANDERSEN………
C. Provisions of the Act:
If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The 10 during inquiry reported that the company’s paid-up capital is above the threshold limited prescribed under the provisions of the Companies Act, 1956/2013 and rules made there under but the Company Secretary was appointed only on 16.09.2019 thereby resulting in violation of section 383A/203 of the Companies Act, 1956/2013.
2. The company and officers in default have not replied in E-module for hearing. However, this office has provided the hearing to the company and Officers in default. The order is issued based on the non-compliance of the company, notice for adjudication and reply received.
E. Order:
1. During the course of Inquiry under section 206(4) of the Companies Act, 2013, it is observed that company?s paid-up capital is above the threshold limit prescribed under the provisions of Section 383A of Companies Act, 1956 and Section 203 of the Companies Act, 2013 r/w Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the Company has appointed Company Secretary only on 16.09.2019 thereby resulting in a continuous violation of section 383A of the Companies Act, 1956 followed by Section 203 of Companies Act, 2013.
The company has failed to comply with these provisions rendering the company and its officers in default liable for penalty under section 203(5) of the Act.
Pursuant to the above stated violation, show cause notice dated 17.06.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 14.08.2025. The Company and its officers in default have submitted reply through letter dated 29.01.2026, stating, inter alia, that ?
?The requirement for appointment of a Company Secretary became applicable to the Company from the year 2014. However, the Company appointed full time Company Secretary only on 16.09.2019. Accordingly, the Company and its respective Directors acknowledge and accept the noncompliance and hereby plead guilty to the said violation. We respectfully request your good office to kindly take the above facts into consideration while adjudicating the matter.?
The company and its officers in default opted for a hearing in the matter, and an e-hearing notice dated 30.12.2025 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 19.01.2026 which was attended by Ms. Kavitha Surana, Practising Company Secretary and authorized representative of the company and officers in default. The Company in its reply has accepted the noncompliance and pleaded guilty.
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 4468 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 | AVK VALVES INDIA PRIVATE LIMITED having CIN as U29268KA2009P TC067581 | 500000 | 0 | 500000 | |
| 2 | ANDREAS HELMUT GEISINGER having DIN as 01991669 |
500000 | 0 | 500000 | |
| 3 | DEEPAK BALIGA having DIN as 07290215 | 441000 | 0 | 500000 | |
| 4 | NIELS ERIK ANDERSEN having DIN as 02407018 |
500000 | 0 | 500000 |
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
