The Ministry of Corporate Affairs, through its 2015 Gazette notification, appointed the Registrar of Companies, Bangalore, as the Adjudicating Officer under Section 454 of the Companies Act, 2013. The matter concerns IQMetrix Software Development India Private Limited and its officers, who filed a suo-motu application on 14 November 2024 reporting non-compliance with Section 173(1). This provision requires companies to hold board meetings within prescribed intervals. The company stated that after its board meeting on 3 November 2022, the next meeting was conducted only on 3 May 2024. This resulted in a gap of 427 days, constituting a continuing default for the period between 3 March 2023 and 2 May 2024. Following the application, a show cause notice was issued on 19 February 2025 via the MCA e-Adjudication module and speed post. The company and officers submitted their reply on 12 March 2025 and requested a hearing. An e-hearing notice was later issued on 12 August 2025, and the hearing took place on 20 August 2025, attended by the authorised representative. The adjudicating authority relied on the application, submissions, and hearing records to determine the matter.
After reviewing the facts and the admission of non-compliance, the Adjudicating Officer examined the applicable provisions. Section 450 of the Act stipulates that where no specific penalty is provided for a contravention, a general penalty applies—₹10,000 and an additional ₹1,000 per day for a continuing default, with maximum caps of ₹2,00,000 for a company and ₹50,000 for officers. The authority noted that the company did not qualify as a “small company” under Section 2(85), making it ineligible for reduced penalties under Section 446B. The adjudicating authority proceeded to levy penalties in accordance with the maximum limits permitted, given the nature and duration of the contravention. Based on the records, the company was held liable for a penalty of ₹2,00,000, while each officer in default—Christopher David Krywulak, Kelly Dean Kazakoff, and Shailesh Srivastava—was held liable for ₹50,000. No additional daily penalty was applied.
The order directs the company and its officers to rectify the default and pay the penalty within ninety days from receipt of the order. Payment must be made through the MCA e-Adjudication portal, and officers are required to pay their penalties from their personal sources. The order also outlines the appeal mechanism under Section 454(5) and 454(6), allowing the company or officers to file an appeal before the Regional Director, Hyderabad, within sixty days, accompanied by a certified copy of the adjudication order. It further advises that failure to pay the penalty within the stipulated timeline may attract penal consequences under Section 454(8). The adjudication concludes the proceedings based on the suo-motu filing, the statutory framework, and the submissions provided during the hearing.
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/00903 | Dated: 22/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read withCompanies (Adjudication of Penalties) Rules, 2014 for 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:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
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 173(1) of the Act wherein it was submitted that the company failed to convene its board meeting as stipulated as mentioned in application after 03.11.2022, Board Meeting held on 03.05.2024.
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 has filed a suo-motu application regarding non- compliance of section 173(1) of the Act wherein it was submitted that the company failed to convene its board meeting as stipulated. As mentioned in the application, the next board meeting after 03.11.2022 was held on 03.05.2024, thereby violating the provisions of section 173(1) of Act for a duration of 427 days i.e. from 03.03.2023 to 02.05.2024.
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 20.02.2025. 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. 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 | 200000 | 0 | 200000 | |
| 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
