The Registrar of Companies, Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 184 concerning disclosure of directors’ interests. During inquiry, it was observed that the company failed to maintain and provide mandatory records, including Form MBP-1 and DIR-8, as confirmed by the secretarial auditor in MGT-8 for FY 2021–22. Although the company later claimed partial compliance for certain directors, it failed to produce supporting evidence and did not provide records during the audit. The adjudicating authority rejected the explanation and held that non-maintenance of statutory disclosures constituted a violation. Consequently, all six directors were held liable under Section 184(4), and a penalty of ₹1,00,000 was imposed on each director. The company was not eligible for lesser penalties as it did not qualify as a small company. Directors were directed to pay penalties personally within 90 days, with an appeal option available 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/01827 | Dated: 28/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 184(4) 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 SOREN KJAER _________
C. Provisions of the Act:
(4) If a director of the company contravenes the provisions of sub-section (1) or subsection (2), such director shall be liable to a penalty of one lakh 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 in MGT-8 for the period ended 31.03.2022 has stated that the company has not made available form MBP-1 and DIR-8 which is required to be maintained by the company under section 184 of the Companies Act, 2013 r/w rules made there under and hence in contravention of the said section.
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 Practicing Company Secretary in MGT-8 for period ended 31.03.2022 has stated that company has not made available form MBP-1 and DIR-8 which are required to be maintained by the company under section 184 of the Companies Act, 2013 r/w rules made there under.
The company has failed to comply with these provisions rendering the company and its officers in default liable for penalty under section 184(4) 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 –
“Status of availability of documents with the company for:
1. Menon Suresh- Available,
2. Lars Kudsk- Available,
3. Deepak Baliga- Available,
4. Niels Aage Kjaer – Available
5. Soren Kjaer- Not Available
6. Ranganath Nuggehalli Krishna- Available
We respectfully request your good office to kindly take the above submission on record and consider the same 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.
As per reply of the Company, it is observed that the Company has not complied with Section 184 of the Act in respect of details to be mentioned for Mr. Soren Kjaer, Director at Sl. No. 5. However, as per Inquiry Report, it is observed that the Practising Company Secretary who has signed the MGT-8 for the year ended 31.03.2022 has stated the Company has not made available from MBP-1 and DIR-8 which are required to be maintained under Section 184 of the Act and relevant Rules. The Company has not lead any evidence about maintaining such record either during Inquiry or reply to SCN by providing the said records except claiming that it is maintained for 5 directors and not maintained for one Director. The Company was duty bound to provide the documents to Secretarial Auditor and failed to do so for the financial year 2021-22 and is now claiming to maintain a correct record which is not acceptable. Hence, all the Directors are liable for penal action under section 184 of the Act for the default observed for the Financial Year-2021-22 in the Inquiry Report.
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 | RANGANATH NUGGEHALLI KRISHNA having DIN as 00004044 | 100000 | 0 | 100000 | |
| 2 | MENON SURESH having DIN as 00079133 | 100000 | 0 | 100000 | |
| 3 | LARS KUDSK having DIN as 06682503 | 100000 | 0 | 100000 | |
| 4 | DEEPAK BALIGA having DIN as 07290215 | 100000 | 0 | 100000 | |
| 5 | NIELS AAGE KJAER having DIN as 06715304 | 100000 | 0 | 100000 | |
| 6 | SOREN KJAER having DIN as 08698392 | 100000 | 0 | 100000 |
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
