The Registrar of Companies, Bangalore, issued an adjudication order imposing penalties under Section 454 of the Companies Act, 2013 for violation of Section 184(4) after three directors filed a suo-motu application admitting non-compliance with Section 184(1). The directors had failed to file Form MBP-1, the statutory disclosure of interest, for the financial year 2023-24 and submitted it only on 3 May 2024. Show-cause notices were issued through the e-Adjudication system and by speed post, replies were received, and an e-hearing was conducted on 20 August 2025. The authorised representative later submitted the filing details as directed. The authority noted that the company does not qualify as a small company, making the reduced penalty provision under Section 446B inapplicable. Penalties of ₹1,00,000 each were imposed on the three directors. They were directed to rectify the default, pay the penalty within 90 days, and follow prescribed procedures for payment and appeal.
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/00901 Dated: 22/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 184(4) 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, 20133 [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 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 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:
(4) If a director of the company contravenes the provisions of sub-section (1) or subsection (2), such director shall be liable to a penalty of one lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Christopher David Krywulak, Kelly Dean Kazakoff and Shailesh Srivastava, directors of the company has filed a suo-motu application on 14.11.2024 regarding non- compliance of section 184(1) of the Act. Form MBP-1 was not submitted/filed by the directors of the company in the financial year 2023-24. Therefore, the directors of the company have failed to comply with the provisions of the section 184(1) of the Act, which makes them liable for penalty under section 184(4) of the Act.
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. Christopher David Krywulak, Kelly Dean Kazakoff and Shailesh Srivastava, directors of the company have filed a suo-motu application regarding non- compliance of section 184(1) of the Act. It has been submitted that Form MBP-1 was not submitted/filed by the directors of the company in the financial year 2023-24, and the same was only submitted to the board on 03.05.2024 after the non-compliance was noticed by them. Therefore, the directors of the company have failed to comply with the provisions of section 184(1) of the Act, which makes them liable for penalty under section 184(4) of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the officers in default through e-Adjudication module, and also through speed post on 21.02.2025. The 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 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 officers in default who made the submissions as per the adjudication application filed. Further, as directed during hearing, the authorised representative thereafter submitted the filing details of MBP-1 vide letter 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 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 | CHRISTOPHER DAVID KRYWULAK having DIN as 09728311 | 100000 | 0 | 100000 | |
| 2 | KELLY DEAN KAZAKOFF having DIN as 09728312 |
100000 | 0 | 100000 | |
| 3 | SHAILESH SRIVASTAVA having DIN as 09728333 | 100000 | 0 | 100000 |
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
