The Registrar of Companies, Bangalore, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 134(8) due to false statements in the Board’s Report. The company incorrectly disclosed that three board meetings were held during the financial year ending 31.03.2018, whereas directors admitted that no meetings actually took place. The adjudicating authority treated this as a serious case of misreporting in statutory financial disclosures. One director’s defense claiming non-executive status and reliance on a private indemnity agreement was rejected, with the authority clarifying that statutory responsibilities cannot be avoided through private arrangements. Despite multiple opportunities, the company and most officers failed to participate in hearings. Consequently, a penalty of ₹3,00,000 was imposed on the company and ₹50,000 each on the officers in default. The order reinforces strict accountability for truthful reporting and adherence to corporate governance standards.
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/01914 | Dated: 31/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) 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 MINANCE INVESTMENT ADVISORS PRIVATE LIMITED [herein after known as Company] bearing CIN U74999KA2017PTC108408, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO. 35/37 (OLD NO. 598), 11TH MAIN ROAD JAYANAGAR 5TH BLOCK, NO. 35/37 (OLD NO. 598), 11TH MAIN ROAD JAYANAGAR 5TH BLOCK, NA BANGALORE BANGALORE KARNATAKA INDIA 560041
Individual details:
In the matter relating to ANURAG BHATIA
In the matter relating to SARBASHISH BASU
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The reporting in the Boards Report for the financial statement as at 31.03.2018 that 3 board meetings were held in the Company is false based on the deposition of the directors that there were no board meetings and that they have not attended any meeting.
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 the reporting in the Boards Report for the financial statement as at 31.03.2018 that 3 board meetings were held in the Company is false based on the deposition of the directors that there were no board meetings and that they have not attended any meeting.
Pursuant to the above stated violation, show cause notice dated 14.05.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 29.05.2025. However, one of the officer in default viz. Mr. Sarbashish Basu vide letter dated 08.09.2025 submitted his reply which were found to be same as given to the Inspecting Officer during the course of Inquiry of the Company.
1) In response to his claim of being Non-Executive Director, as per Inquiry Report it is found that Sri Sarbashish Basu was also one of the promoter director of MIAPL and shareholder of MRPL holding 210 equity shares of Rs.10/- each. Sri Sarbashish Basu, Director in his statement has deposed that he has joined MTPL in 2016 as an Employee and continued as such till 2019 i.e. till the time of his exit as Director from MIAPL. After the incorporation of MIAPL, he became the First Director of the company while still continuing to work in MTPL. Although he has denied his role of being a director in MIAPL, there is nothing on record to show that he was only an independent director as claimed by him in respect of documents filed for his appointment. Infact in the DIR-12 filed with MCA vide SRN H80296767 for taking on record the appointment of Pankaj Mahanty and Cessation of Sarbashish Basu as Directors, he was shown only as a ?Director?. Also, the MGT-7 filed as at 31.3.2018 discloses that he was an Executive Director of the company. Thus, his claim of being independent director is not sustainable.
2) In response to his submission to exclude his liabilities in view of separation agreement dated 26.06.2019 as per Inquiry Report, it is found that the Inspecting Officer has already examined the same and submitted as under:-
?Mr. Sarbashish Basuhas submitted a indemnity agreement between him and Anurag Bhatia absolving him of all liability for all acts done by him during his tenure as a director. The separation/indemnity agreement highlighted by Mr Sarbashish Basu is a private agreement/arrangement between parties who were its signatories. It is an established position in law that persons who are subjected to statutory obligations and responsibilities cannot contract out the same through private arrangements. Therefore, any private agreement between persons cannot deter MCA from taking action against the persons acting as directors for which they are accountable individually and collectively as a Board.?
Hence. both the submissions now made by him which were already examined during inquiry is not accepted.
Subsequently, e-hearing notice dated 05.01.2026 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 20.01.2026. Only Mr. Sarbashish Basu one of the Officer in default appeared for the hearing and requested another opportunity of being heard. Further, the e-hearing was rescheduled on 27.03.2026 vide e-hearing notice dated 26.03.2026. 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.
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 | MINANCE INVESTMENT ADVISORS PRIVATE LIMITED having CIN as U74999KA2017P TC108408 | 300000 | 0 | 300000 | |
| 2 | ANURAG BHATIA having DIN as 07012878 | 50000 | 0 | 50000 | |
| 3 | SARBASHISH BASU having DIN as 07901188 | 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
