The Registrar of Companies (ROC), Bangalore, issued an adjudication order on November 7, 2025, under Section 454 of the Companies Act, 2013, imposing penalties on Amagi Media Labs Limited and its directors for violation of Section 203(5) of the Act. The order followed a suo motu adjudication application filed by the company on June 10, 2025, reporting a delay in the appointment of a whole-time company secretary (CS). Section 203 of the Act mandates that every prescribed company must appoint key managerial personnel, including a whole-time company secretary, and any failure attracts specific penalties under the law.
According to the ROC order, Ms. Karishma Chandani resigned as the company’s CS on April 15, 2020. The company did not appoint a new CS until December 4, 2020, when Mr. Deepesh Maheshwari assumed the role. The permissible period for filling the vacancy was six months, expiring on October 15, 2020. Thus, the company remained without a CS for 49 days, from October 16 to December 4, 2020, in violation of Section 203(5). A second non-compliance period was also noted—between July 28, 2023, and September 27, 2023—following another resignation; however, that period was covered under a separate adjudication notice.
The company and its officers did not seek a personal hearing, and the adjudication proceeded based on the application, show cause notice, and written submissions through the MCA’s e-Adjudication portal. The ROC found that Amagi Media Labs Limited did not qualify as a “small company” under Section 2(85) of the Act; therefore, the provision for a reduced penalty under Section 446B did not apply. After examining the facts, the ROC imposed penalties as prescribed under Section 203(5).
The penalty table in the order specifies that Amagi Media Labs Limited is liable to pay ₹5,00,000. In addition, the three directors—Mr. Arunachalam Srinivasan Karapattu (DIN: 02014527), Mr. Baskar Subramanian (DIN: 02014529), and Ms. Srividhya Srinivasan (DIN: 02014532)—were each fined ₹98,000. The company and officers were directed to rectify the default and pay the penalty within 90 days of receiving the order. Payment is to be made through the e-Adjudication facility available on the MCA website, and the officers were instructed to pay their respective penalties from personal funds.
The order further clarified that any appeal against this decision may be filed before the Regional Director (RD), Hyderabad, within 60 days, in accordance with Sections 454(5) and 454(6) of the Companies Act, 2013. The ROC also reminded the parties that failure to comply with the penalty order within the prescribed timeframe would attract additional penal consequences under Section 454(8) of the Act.
This adjudication emphasizes the statutory requirement for timely appointment of key managerial personnel and highlights the accountability of directors in ensuring continuous compliance with corporate governance provisions under the Companies Act, 2013.
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/00829 | 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, 2014for 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 16.10.2020 to 04.12.2020 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 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 16.10.2020 to 04.12.2020 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 | 98000 | 0 | 500000 | |
| 3 | BASKAR SUBRAMANIAN having DIN as 02014529 | 98000 | 0 | 500000 | |
| 4 | SRIVIDHYA SRINIVASAN having DIN as 02014532 | 98000 | 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
