The Registrar of Companies, Bangalore, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 118 concerning proper maintenance of minutes of Board and General Meetings. During inquiry, it was observed that the company failed to maintain minutes in accordance with Secretarial Standards (SS-1 and SS-2) for FY 2020–21 and 2021–22. Although the company contended that minutes were prepared and signed for most meetings, it admitted that certain minutes remained unsigned due to the unavailability of a foreign director. The adjudicating authority found the explanation insufficient, relying on the qualified secretarial audit report and holding that proper maintenance of minutes was not ensured. Consequently, the company was penalized ₹25,000 and its officers were penalized ₹5,000 each under Section 118(11). The company was not eligible for lesser penalties as it did not qualify as a small company. Payment was directed within 90 days, with appeal rights available.
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/01830 | 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 U29268KA2009PTC-067581, 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 company has not maintained proper minutes of meeting of Board and General meeting as required under the Secretarial standard 1 & 2 from 2019 onwards
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 Company has not maintained proper minutes of meeting of Board and General meeting as required under the Secretarial standard 1 & 2 for 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.
Thus, 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
“From 2019 onwards, the Company has conducted a total of 48 Board Meetings up to 17.06.2025. Minutes for all the Board Meetings have been duly prepared and maintained by the Company and signed copies are available for almost all the meetings. However, in respect of certain Board Meetings where the Foreign Director was serving as the Chairman, the Minutes could not be signed on time due to the non-availability of the concerned Foreign Director, primarily owing to overseas travel and logistical constraints. The dates of the Board Meetings for which signed Minutes were not made available are 12.09.2019 and 10.12.2020. 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 the Company has defaulted in keeping the Minutes of all the Board Meetings as per the provision of the Act, the Company 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
