The Registrar of Companies, Bangalore, acting as the Adjudicating Officer under Section 454 of the Companies Act, 2013, examined a suo-motu adjudication application filed by IQMetrix Software Development India Private Limited. The Ministry of Corporate Affairs had earlier appointed the Adjudicating Officer through a 2015 Gazette notification. The case concerned a violation of Section 56(4)(a) of the Act, which requires that share certificates be issued within two months from the date of incorporation. The company, incorporated on 6 September 2022, was required to issue share certificates by 6 November 2022. However, the share certificates were issued on 14 December 2023, resulting in a delay of 403 days. The company voluntarily reported this non-compliance on 14 November 2024. A show cause notice was issued on 19 February 2025 through the e-Adjudication portal and speed post on 21 February 2025. The company and its directors submitted their reply dated 12 March 2025 and requested a hearing.
An e-hearing was scheduled for 20 August 2025, which was attended by the company’s authorised representative. During the hearing, the representative restated the facts disclosed in the adjudication application and subsequently provided the company’s bank account details and proof of subscription money remittance as instructed. The adjudicating authority noted that the company did not fall within the definition of a “small company” under Section 2(85) and therefore was not eligible for a reduced penalty under Section 446B. As Section 56(6) prescribes a penalty of ₹50,000 for the company and each officer in default for non-compliance with subsections (1) to (5), the authority proceeded to determine penalties based on the admitted delay.
The final order imposed a penalty of ₹50,000 on the company and ₹50,000 each on the three officers in default—Christopher David Krywulak, Kelly Dean Kazakoff, and Shailesh Srivastava. No additional per-day penalty was imposed, and all amounts fell within prescribed statutory limits. The company and officers in default were directed to rectify the non-compliance and pay the penalty within 90 days of receiving the order. Penalties must be paid through the MCA e-Adjudication portal, and officers are required to pay from their personal funds. The order also advises that an appeal may be filed before the Regional Director, Hyderabad, within sixty days of receipt of the order, using Form ADJ along with a certified copy of the order. It further cautions that non-payment of penalty within the stipulated time may attract consequences under Section 454(8) of the Act. The adjudication order thus resolves the matter based on the company’s voluntary disclosure, the materials reviewed, and the statutory framework governing delays in issuing share certificates.
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/11-2025/BL/00907 | Dated: 22/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 56(6) 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, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to IQMETRIX SOFTWARE DEVELOPMENT INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U72200KA2022FTC165769, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at HD-607, WE WORK PRESTIGE CUBE, SITE-26, LASKAR HOSUR ROAD, ADUGODI, KORAMANGALA HD-607, WE WORK PRESTIGE CUBE, SITE-26, LASKAR HOSUR ROAD, ADUGODI, KORAMANGALA NA BENGALURU BANGALORE KARNATAKA INDIA 560030
Individual details:
In the matter relating to CHRISTOPHER DAVID KRYWULAK
In the matter relating to KELLY DEAN KAZAKOFF
In the matter relating to SHAILESH SRIVASTAVA
C. Provisions of the Act:
Where any default is made in complying with the provisions of sub-sections (1) to (5), the company 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 company has filed a suo-motu application on 14.11.2024 regarding non-compliance of section 56(4)(a) of the Act. The company was required to issue the share certificates within 2 months from the date of incorporation, i.e., on or before 06.11.2022. However, the share certificates were issued by the company on 14.12.2023, i.e., with a delay of 403 days.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company and directors have filed a suo-motu application regarding non-compliance of section 56(4)(a) of the Act. The company was required to issue the share certificates within 2 months from the date of incorporation, i.e., on or before 06.11.2022. However, the share certificates were issued by the company on 14.12.2023, i.e., with a delay of 403 days.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 21.02.2025. The company and Officers in default have submitted their reply dated 12.03.2025 on e-Adjudication portal, with a further request to hold hearing in the matter. Subsequently, e-hearing notice dated 12.08.2025 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 20.08.2025 which was attended by Mr. Rithwick Ganesh, practising company secretary and authorized representative of company and officers in default who made the submissions as per the adjudication application filed. Further, as directed during hearing, the authorised representative thereafter submitted the company?s bank account and proof of remittance of subscription amounts vide letter dated 04.09.2025. The adjudication application has been filed suo-motu admitting the non-compliance, with a request to adjudicate the appropriate penalty on the company and its directors for the said non-compliance. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
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 | IQMETRIX SOFTWARE DEVELOPMENT INDIA PRIVATE LIMITED having CIN as U72200KA2022F TC165769 | 50000 | 0 | 50000 | |
| 2 | CHRISTOPHER DAVID KRYWULAK having DIN as 09728311 | 50000 | 0 | 50000 | |
| 3 | KELLY DEAN KAZAKOFF having DIN as 09728312 |
50000 | 0 | 50000 | |
| 4 | SHAILESH SRIVASTAVA having DIN as 09728333 | 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 Hyderabad 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.
Avais Patwegar,
Registrar of Companies
ROC Bangalore
