The Registrar of Companies (ROC), Bangalore, issued an adjudication order dated 7 November 2025 under Section 454 of the Companies Act, 2013, against Amagi Media Labs Limited and its key officers for non-compliance with Section 203(5) of the Act. The violation pertained to a delay in appointing a whole-time company secretary within the prescribed six-month period following the resignation of the previous incumbent. The adjudication was based on a suo motu application filed by the company on 10 June 2025, admitting the lapse and seeking adjudication for the default.
According to the ROC order, after the resignation of the company’s previous secretary, Mr. Deepesh Maheshwari, effective 27 January 2023, Amagi Media Labs did not appoint a new company secretary until 27 September 2023. This resulted in a 61-day delay beyond the statutory period that ended on 27 July 2023. The ROC held that this constituted a violation of Section 203(5), which mandates companies meeting specific criteria to appoint a whole-time company secretary within six months of any vacancy. The company’s earlier non-compliance in 2020 for a similar delay was already subject to another separate adjudication proceeding.
The adjudication process included the issuance of a show cause notice on 22 October 2025 to the company and its directors—Arunachalam Srinivasan Karapattu, Baskar Subramanian, and Srividhya Srinivasan—all designated as officers in default. The company responded through the e-Adjudication portal, confirming the facts but did not request a personal hearing. The order was consequently passed on the basis of the documents and submissions received. The ROC clarified that Amagi Media Labs Limited does not fall under the definition of a small company as per Section 2(85) of the Companies Act, and therefore, the provision for a reduced penalty under Section 446B was not applicable.
In its final order, the ROC imposed a penalty of ₹5,00,000 on Amagi Media Labs Limited and ₹1,10,000 each on the three defaulting directors. The order directed that the penalties be paid within 90 days through the Ministry of Corporate Affairs’ e-Adjudication portal and that payments by individual directors must be made from their personal sources. The order also provided the right to appeal under Section 454(5) and (6) of the Act, allowing the company or officers to file an appeal before the Regional Director, Hyderabad, within 60 days from receipt of the order.
The ROC further cautioned that failure to pay the penalty within the prescribed period would attract penal consequences under Section 454(8) of the Companies Act. The adjudication highlights the importance of timely compliance with key managerial appointment requirements under Section 203 and reinforces the regulatory emphasis on maintaining good corporate governance practices.
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/00830 | Dated: 07/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 203(5) 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 AMAGI MEDIA LABS LIMITED [herein after known as Company] bearing CIN U73100KA2008PLC045144, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at RAJ ALKAA PARK, SY. NO. 29/3 & 32/2, 4TH FLOOR, KALENA AGRAHARA VILLAGE, BEGUR HOBLI, NA BANGALORE SOUTH BANGALORE KARNATAKA INDIA 560076
Individual details:
In the matter relating to ARUNACHALAM SRINIVASAN KARAPATTU [herein after known as individual] having DIN 02014527 and having its address at
In the matter relating to BASKAR SUBRAMANIAN [herein after known as individual] having DIN 02014529 and having its address at
In the matter relating to SRIVIDHYA SRINIVASAN [herein after known as individual] having DIN 02014532 and having its address at
C. Provisions of the Act:
If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed a suo-motu adjudication application on 10.06.2025 for violation of section 203 of the Act.
It has been submitted in the application that subsequent to the resignation of Ms. Karishma Chandani as the company secretary w.e.f. 15.04.2020, there was no company secretary in the company till the appointment of Mr. Deepesh Maheshwari on 04.12.2020. The company falls under the criteria for the appointment of a whole-time company secretary and ought to have appointed the new company secretary within six months from the date of vacancy i.e. by 15.10.2020, thereby violating the above-mentioned provision for a period of 49 days i.e. from 16.10.2020 to 04.12.2020.
Further, it has also been submitted in the application that subsequent to the resignation of Mr. Deepesh Maheshwari as the company secretary w.e.f. 27.01.2023, there was no company secretary in the company till the appointment of Mrs. Kusum Gore on 27.09.2023. The company falls under the criteria for the appointment of a whole-time company secretary and ought to have appointed the new company secretary within six months from the date of vacancy i.e. by 27.07.2023, thereby violating the above-mentioned provision for a period of 61 days i.e. from 28.07.2023 to 27.09.2023.
This Adjudication Notice is issued for the violation from 28.07.2023 to 27.09.2023 and the other duration is being covered in another Notice.
2. The company and officers in default have not asked for a hearing and same was not provided. The order is issued based on the application, notice for adjudication and replies received.
E. Order:
1. The company has filed a suo-motu adjudication application on 10.06.2025 for violation of section 203 of the Act.
It has been submitted in the application that subsequent to the resignation of Ms. Karishma Chandani as the company secretary w.e.f. 15.04.2020, there was no company secretary in the company till the appointment of Mr. Deepesh Maheshwari on 04.12.2020. The company falls under the criteria for the appointment of a whole-time company secretary and ought to have appointed the new company secretary within six months from the date of vacancy i.e. by 15.10.2020, thereby violating the above-mentioned provision for a period of 49 days i.e. from 16.10.2020 to 04.12.2020.
Further, it has also been submitted in the application that subsequent to the resignation of Mr. Deepesh Maheshwari as the company secretary w.e.f. 27.01.2023, there was no company secretary in the company till the appointment of Mrs. Kusum Gore on 27.09.2023. The company falls under the criteria for the appointment of a whole-time company secretary and ought to have appointed the new company secretary within six months from the date of vacancy i.e. by 27.07.2023, thereby violating the above-mentioned provision for a period of 61 days i.e. from 28.07.2023 to 27.09.2023.
This Adjudication Order is issued for the violation from 28.07.2023 to 27.09.2023 and the other duration is being covered in another Order.
Pursuant to the adjudication application filed by the company, show cause notice dated 22.10.2025 was sent to the company and its officers in default to which the company and officers in default have submitted their replies on the e-Adjudication portal stating the same facts and figures regarding the non-compliance and its duration as provided in the adjudication application. Further, the company and officers in default have not asked for a hearing and the same has not been provided. This order is issued based on the application, notice for adjudication, and the replies received.
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 | AMAGI MEDIA LABS LIMITED having CIN as U73100KA2008P LC045144 | 500000 | 0 | 500000 | |
| 2 | ARUNACHALAM SRINIVASAN KARAPATTU having DIN as 02014527 | 110000 | 0 | 500000 | |
| 3 | BASKAR SUBRAMANIAN having DIN as 02014529 | 110000 | 0 | 500000 | |
| 4 | SRIVIDHYA SRINIVASAN having DIN as 02014532 | 110000 | 0 | 500000 |
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.
KISHORE NARAYANAN,
Registrar of Companies
ROC Bangalore
