The Registrar of Companies, Bangalore, passed an adjudication order under Section 454 of the Companies Act, 2013 against Indus Steel and Alloys Limited for violation of Section 138(1) read with Rule 13 of the Companies (Accounts) Rules, 2014. The company, being an unlisted public company with turnover exceeding ₹200 crore as per financial statements dated 31.03.2019, was required to appoint an internal auditor but failed to do so. Despite issuance of show cause notice and opportunity for hearing, the company did not adequately respond, and no representative appeared for the scheduled hearing, resulting in an ex-parte order. The adjudicating authority held the company and certain officers liable under Section 450. A penalty of ₹10,000 was imposed on the company and select officers, while some directors were not penalized due to lack of involvement during the default period. The order directed rectification and payment within 90 days, with a right to appeal within 60 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/03-2026/BL/01863 | Dated: 26/03/2026
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 INDUS STEEL AND ALLOYS LIMITED [herein after known as Company] bearing CIN U85110KA1993PLC014517, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO 73/74/113/114, 16TH MAIN, BASEMENT-2, BTM LAYOUT 2ND STAGE JP NAGAR VIII PHASE BANGALORE SOUTH BANGALORE KARNATAKA INDIA 560076
Individual details:
In the matter relating to SRIKANTH SATHANANTHAM SINGIRI __________
In the matter relating to SINGIRI SATHANANTHAM __________
In the matter relating to PADMAPRIYA SRIKANTH SINGIRI __________
In the matter relating to SATHYANARAYANA PONNURU __________
In the matter relating to NAVEEN KRISHNA MURTHY __________
In the matter relating to PURANIKA CHAITHANYA __________
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 – As per Section 138 (1) of the Companies Act, 2013 r/w rule 13(1)(c) of Companies (Accounts) Rules, 2014, every unlisted public company having turnover of two hundred crore rupees or more during the preceding financial year shall appoint an internal Auditor. As per the financial statement 31.03.2019, the company’s turnover exceeded the above prescribed limit. Hence, the Company was required to appoint an internal Auditor in the next year as per Section 138(1) of the Companies Act, 2013 read with rules. However, the company has not appointed an Internal Auditor.
2. The company have not replied in E-module for hearing. Only Mr. Naveen K one of the officers in default has replied in E-module dated 23.06.2025. 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 as per Section 138(1) of the Companies Act, 2013 r/w rule 13(1)(c) of Companies (Accounts) Rules, 2014, every unlisted public company having turnover of two hundred crore rupees or more during the preceding financial year shall appoint an internal Auditor. It was reported in the Inquiry Report that as per the financial statement 31.03.2019, the company’s turnover exceeded the above prescribed limit. Hence, the Company was required to appoint an internal Auditor in the next year as per Section 138(1) of the Companies Act, 2013 read with rules. However, the company has not appointed an Internal Auditor. The company has failed to comply with these provisions rendering the company and its officers in default liable for penalty under section 450 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 has submitted reply through letter dated 30.06.2025 stating, inter alia, that ? ?With reference to the above subject, we are in receipt of your Show cause notice (SCN) dated 17/06/2025, directing the company and its officers to submit reply to the SCN for alleged violations/irregularities of Section 138(1) of the Companies Act, 2013. In the said letter you have asked us to submit an online reply and request for e-hearing by 02/07/2025. In this connection, we humbly submit that we are facing issues on the MCA V3 portal to login and submit individual response to the notices received by the company and its officer in default. Further, one of the directors is out of country and will return only on 15.07.2025. Hence we request your good office to grant us 30 days extension for us to file an adjudication application both in physical and online mode. Therefore, we once again humbly request your good office to grant us time to submit our response.? One of the Officers in default i.e Mr. Naveen K submitted its reply through E-module dated 23.06.2025 stating, inter alia, that ? ?I have Received Show cause notice ID: SCN/ ADJ/06-2025/BL/01868 dtd 17.06.2025 from your esteemed office with respect to E-Adjudication for Defaults under Section 450 of the Companies Act, 2013 with regard to non Appointment of Internal Auditor as required u/s 138(1) r/w rule 13(1)(c) of Companies (Accounts) Rules, 2014, of Companies Act, 2013. I respectfully submit the following clarification for your points noticed. I was appointed as an Independent Director (Regd. No.IDDB-DI-202205-042152) w.e.f. 03.05.2022 vide Form DIR-12 SRN: F03747722 dtd. 01.06.2022 and that I was not an Independent Director during 2019-20 and not involved in any non compliances in respect of Show cause notice ID: SCN/ADJ/ 06-2025/BL/01868 dtd 17.06.2025 issued by Ministry of Corporate Affairs. Kindly do not take any action against me.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. None appeared for the hearing, viz., neither the directors nor the authorised representatives of the company / directors, who were officers in default during the period. Despite giving intimation regarding hearing and directions to appear before the Adjudication officer, none appeared or represented the matter. Hence the undersigned has no option except to issue an ex-parte order in accordance with the provisions of Rule-3 (11) Companies (Adjudication of Penalties) Rules, 2014 which states that if any person fails to reply or neglects or refuses to appear as required under sub-rule (5) or sub-rule (10) before the adjudicating officer, the adjudicating officer may pass an order imposing the penalty, in the absence of such person after recording the reasons for doing so. t 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 | INDUS STEEL AND ALLOYS LIMITED having CIN as U85110KA1993P LC014517 | 10000 | 0 | 200000 | |
| 2 | SRIKANTH SATHANANTHA M SINGIRI having DIN as 00859414 | 10000 | 0 | 50000 | |
| 3 | SINGIRI SATHANANTHA M having DIN as 00859669 | 10000 | 0 | 50000 | |
| 4 | PADMAPRIYA SRIKANTH SINGIRI having DIN as 02731944 | 10000 | 0 | 50000 | |
| 5 | SATHYANARAYA NA PONNURU having DIN as 03098424 | 0 | 0 | 50000 | |
| 6 | NAVEEN KRISHNA MURTHY having DIN as 07026997 | 0 | 0 | 50000 | |
| 7 | PURANIKA CHAITHANYA having DIN as 09600681 | 0 | 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 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
