The Registrar of Companies, Bangalore adjudicated a suo motu application filed by a company for violation of Section 173(1) of the Companies Act, 2013 after it failed to hold its third board meeting for FY 2023–24 within the prescribed 120-day interval. The second meeting was held on 12.09.2023, making the due date 10.01.2024, but the next meeting occurred on 29.03.2024, resulting in a 79-day delay. Show-cause notices were issued, and during the hearing, the authorised representative explained that although the company secretary had issued meeting notices on time, the meetings could not be held due to lack of quorum. The ROC accepted this explanation and imposed no penalty on the company secretary but held the company and two directors liable. Since the entity is not a small company, lesser penalties under Section 446B were inapplicable. Penalties of ₹88,000 on the company and ₹50,000 each on two directors were levied, with directions to rectify the default and pay within 90 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/11-2025/BL/00862 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 24/03/2015 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 ACUMEN TECHNICAL ADVISORY PRIVATE LIMITED [herein after known as Company] bearing CIN U74999KA2015PTC093724, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at # 1201, 2ND FLOOR, DIVYA SHAKTI BUILDING, 100 FT. ROAD, INDIRANAGAR, HAL 2ND STAGE # 1201, 2ND FLOOR, DIVYA SHAKTI BUILDING, 100 FT. ROAD, INDIRANAGAR, HAL 2ND STAGE NA BENGALURU BANGALORE KARNATAKA INDIA 560038
Individual details:
In the matter relating to NITU RANI______
In the matter relating to VISHRUTHA DHRUVA_____
In the matter relating to ALOK ANAND______
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 adjudication application on 18.10.2024 for violation of section 173(1) of the Act wherein it was submitted that the company failed to convene its 3rd board meeting for the FY ? 2023-24 within the prescribed interval of 120 days. The 2nd board meeting was held on 12.09.2023, and the company ought to have held the next board meeting within 120 days, i.e. by 10.01.2024. However, the company held the next board meeting on 29.03.2024 with a delay of 79 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 has filed a suo-motu adjudication application for violation of section 173(1) of the Act wherein it was submitted that the company failed to convene its 3rd board meeting for the FY ? 2023-24 within the prescribed interval of 120 days. The 2nd board meeting was held on 12.09.2023, and the company ought to have held the next board meeting within 120 days, i.e. by 10.01.2024. However, the company held the next board meeting on 29.03.2024 with a delay of 79 days. Thus, the company and officers in default have violated the provisions of section 173(1) of the Act.
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. 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. Vivek Mishra, practising company secretary and authorized representative of company and officers in default who made the submissions as per the adjudication application filed. Further, it was submitted during the hearing that the company secretary, charged with the responsibility of giving notices of the board meetings, had in fact signed and dispatched the notices within the stipulated time, but the board meetings could not be held due to lack of quorum. Hence, it was prayed that Nitu Rani, the company secretary, be absolved from the violation as she had discharged her duties. The authorised representative, as mentioned in the application, further prayed for taking a lenient view and imposing nominal penalty as this was an unintentional violation and no harm, injury or prejudice to the rights of any individual has occurred due to the violation.
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.
Based on the application, notice for adjudication, replies received and submission made at the time of hearing, the undersigned proceeds to issue the Order. The submissions made regarding the company secretary stand merit and ought to be considered, and in view of the same, no penalty is imposed on her as she had discharged her duties.
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 | ACUMEN TECHNICAL ADVISORY PRIVATE LIMITED having CIN as U74999KA2015P TC093724 | 88000 | 0 | 200000 | |
| 2 | NITU RANI having PAN as ARCPR0046C | 0 | 0 | 50000 | |
| 3 | VISHRUTHA DHRUVA having DIN as 05000663 | 50000 | 0 | 50000 | |
| 4 | ALOK ANAND having DIN as
05000645 |
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
