The Registrar of Companies, Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 118(11) concerning maintenance of meeting-related records. During inquiry, it was found that the company failed to maintain and produce Board Meeting notices, proof of dispatch, and General Meeting notices as required under Secretarial Standards SS-1 and SS-2 for FY 2020–21 and 2021–22. The secretarial auditor had also recorded this non-compliance in Form MGT-8. Although the company claimed partial availability of documents for certain directors, it admitted non-availability for some and failed to provide sufficient evidence. The adjudicating authority rejected the explanation and held the company and all its directors liable for non-compliance. Accordingly, a penalty of ₹25,000 was imposed on the company and ₹5,000 on each officer in default. The company was not eligible for reduced penalties. Payment was directed within 90 days, with a right 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/01832 | Dated: 28/03/2026
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 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 RANGANATH NUGGEHALLI KRISHNA __________
In the matter relating to MENON SURESH __________
In the matter relating to LARS KUDSK __________
In the matter relating to . DEEPAK BALIGA __________
In the matter relating to NIELS AAGE KJAER __________
In the matter relating to GERT BORRITS CHRISTENSEN __________
In the matter relating to SOREN KJAER __________
In the matter relating to OLE HEDEGAARD _________
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 – The IO during inquiry reported that the practicing company secretary has mentioned in her report in form MGT-8, that the Board Meeting notice and proof of dispatch of Board meeting notice and General meeting notice were not made available during scrutiny from 2019 onwards. No proof of compliance of Sec.118 was submitted during the inquiry. Hence, there is a violation of Sec.118 of the Companies Act, 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 the Board Meeting notice and proof of dispatch of Board meeting notice and General meeting notice as required to be maintained under Secretarial Standard 1 & 2 read with Section 118(10) of the Act were not made available during scrutiny for years 2020-21 and 2021-22. Although the company denied the same, the Inquiry Officer has reported that there is a qualified report by the company secretary and the reply of the company is cursory and evasive.
The company has failed to comply with these provisions rendering the company and its officers in default liable for penalty under section 118(11) 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 status of availability of documents with the company are –
1. Menon Suresh- Available,
2. Lars Kudsk- Available,
3. Deepak Baliga- Available,
4. Niels Aage Kjaer- Available,
5. Soren Kjaer- Not Available,
6. Ole Hedegaard- Available,
7. Ranganath Nuggehalli Krishna- Available,
8. Gert Borrits Christensen- Not Available,
We respectfully request your good office to kindly take the above submission on record and 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.
As per reply of the Company, it is observed that the Company has not complied with Section 118 of the Act in respect of details to be mentioned for Mr. Soren Kjaer, Director at Sl. No. 5 and Gert Borrits Christensen, Director at Sl. No. 8 and hence is liable for penal action as per Section 118(11) of the Companies Act, 2013.
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 | AVK VALVES INDIA PRIVATE LIMITED having CIN as U29268KA2009P TC067581 | 25000 | 0 | 25000 | |
| 2 | RANGANATH NUGGEHALLI KRISHNA having DIN as 00004044 | 0 | 0 | 5000 | |
| 3 | MENON SURESH having DIN as 00079133 | 0 | 0 | 5000 | |
| 4 | LARS KUDSK having DIN as 06682503 | 0 | 0 | 5000 | |
| 5 | DEEPAK BALIGA having DIN as 07290215 | 5000 | 0 | 5000 | |
| 6 | NIELS AAGE KJAER having DIN as 06715304 | 0 | 0 | 5000 | |
| 7 | GERT BORRITS CHRISTENSEN having DIN as 08023263 | 0 | 0 | 5000 | |
| 8 | SOREN KJAER having DIN as 08698392 | 0 | 0 | 5000 | |
| 9 | OLE HEDEGAARD having DIN as 09687678 |
0 | 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
