In an adjudication order issued by the Registrar of Companies, Bangalore under Section 454 of the Companies Act, 2013, penalties were imposed for violation of Section 118(11) of the Companies Act, 2013 relating to improper signing of Board meeting minutes. It was observed that although a specific director was appointed as Chairman in multiple meetings, the minutes were signed by another director on his behalf, contrary to Secretarial Standard-1 requirements mandating signing by the Chairman. Despite issuance of show cause notice and opportunity for hearing, no response or appearance was made, leading to an ex-parte order. The authority held this as non-compliance with statutory provisions governing corporate records. Consequently, a penalty of ₹25,000 was imposed on the company and ₹5,000 each on the officers in default. The order directs rectification and payment within 90 days, with an option to appeal before the Regional Director 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/01907 | Dated: 31/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 118(11) 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 LANDOMUS REALTY VENTURES PRIVATE LIMITED [herein after known as Company] bearing CIN U70100KA2015PTC081640, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO. 624, II FLOOR, 15TH MAIN, 24TH CROSS, BSK II STAGE NA BENGALURU BANGALORE KARNATAKA INDIA 560070
Individual details:
In the matter relating to SATHYAPRAKASH PRADEEP KUMAR _________
In the matter relating to YASHAS PRADEEP KUMAR _________
In the matter relating to RAKSHITH GANGADHAR _________
C. Provisions of the Act:
(11) If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Para 7.6 of Secretarial Standard-1 stipulates that minutes of the meeting of the Board shall be signed and dated by the chairman of the meeting. On examination of the Board minutes submitted by the company to this office dated 08/06/2021, it is noticed that almost in all the board meetings Shri. Sathyaprakash Pradeep kumar has been unanimously appointed as the chairman of the meeting. However, most of minutes of the meeting are signed by Mr. Rakshit Gangadhar, another director under/for the name of Shri. Sathyaprakash Pradeep kumar. For instance, the board meetings dated 15/12/2016, 09/02/2017, 15/06/2017, 1/09/2017, 15/12/2017, 31/03/2018, 10/05/2018, 01/09/2018, 30/09/2018 and 15/11/2018.
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 and notice for adjudication.
E. Order:
1. During the course of Inquiry under section 206(4) of the Companies Act, 2013, it is observed that Para 7.6 of Secretarial Standard-1 under 118(10) of the Act stipulates that minutes of the meeting of the Board shall be signed and dated by the chairman of the meeting. On examination of the Board minutes submitted by the company to this office dated 08/06/2021, it is noticed that almost in all the board meetings Shri. Sathyaprakash Pradeep Kumar has been unanimously appointed as the chairman of the meeting. However, most of minutes of the meeting are signed by Mr. Rakshit Gangadhar, another director under/for the name of Shri. Sathyaprakash Pradeep Kumar. For instance, the board meetings dated 15/12/2016, 09/02/2017, 15/06/2017, 1/09/2017, 15/12/2017, 31/03/2018, 10/05/2018, 01/09/2018, 30/09/2018 and 15/11/2018 were signed other than by Shri. Sathyaprakash Pradeep Kumar. Thus, there are 10 counts of violation and in this notice violation pertaining to date 15.12.2016 is considered.
Pursuant to the above stated violation, show cause notice dated 29.05.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 09.06.2025. Subsequently, 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. None appeared for the hearing, viz., neither the directors nor the authorised representatives of the company / directors, who were officers in default during the period. Despite giving intimation regarding hearing and directions to appear before the Adjudication officer, none appeared or represented the matter.
Hence the undersigned has no option except to issue an ex-parte order in accordance with the provisions of Rule-3 (11) Companies (Adjudication of Penalties) Rules, 2014 which states that if any person fails to reply or neglects or refuses to appear as required under sub-rule (5) or sub-rule (10) before the adjudicating officer, the adjudicating officer may pass an order imposing the penalty, in the absence of such person after recording the reasons for doing so.
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 | LANDOMUS REALTY VENTURES PRIVATE LIMITED having CIN as U70100KA2015P TC081640 | 25000 | 0 | 25000 | |
| 2 | SATHYAPRAKAS H PRADEEP KUMAR having DIN as 03176035 | 5000 | 0 | 5000 | |
| 3 | YASHAS PRADEEP KUMAR having DIN as 05160659 | 5000 | 0 | 5000 | |
| 4 | RAKSHITH GANGADHAR having DIN as 07202790 | 5000 | 0 | 5000 |
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
