The Registrar of Companies, Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 134(8) after the company suo-motu reported non-compliance. The audited financial statements for FY 2022–23 were signed on 08.04.2024 by two directors without prior approval of the Board, violating Section 134(1). Although the financials were later ratified by the Board and approved by shareholders on 03.05.2024 and subsequently filed with the ROC, the company acknowledged the lapse and requested adjudication. After issuing notices, receiving replies, and conducting an e-hearing, the ROC concluded that the company and its officers were in default. Since the entity is not a small company, reduced penalties under Section 446B were not applicable. Penalties imposed include ₹3,00,000 on the company and ₹50,000 each on three directors. The order directs rectification, payment of penalties within 90 days, and explains the process for appeal and consequences of non-payment.
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/00905 Dated: 22/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/20155 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 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:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
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 134(1) of the Act. The audited financial statement for FY ? 2022-23 of the company were signed by two directors of the company on 08.04.2024, without the prior approval of the Board of Directors. Therefore, the company and officer in default has failed to comply with the provisions of section 134(1) of the Act, which makes it liable for penalty under section 134(8) 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. The company has filed a suo-motu application on regarding non- compliance of section 134(1) of the Act. The audited financial statement for FY ? 2022-23 of the company were signed by two directors of the company on 08.04.2024, without the prior approval of the Board of Directors. Therefore, the company and officer in default has failed to comply with the provisions of section 134(1) of the Act, which makes it liable for penalty under section 134(8) 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 21.02.2025. The company and Officers in default have submitted their reply dated 12.03.2025 on e-Adjudication, 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. Further, as directed during hearing, the authorised representative thereafter submitted the copy of minutes of the shareholders meeting dated 03.05.2024 and clarification letter on 04.09.2025 stating that the financial statements were ratified and noted by the board of directors, approved and ratified by the shareholders on 03.05.2024, and thereafter filed with ROC on 29.07.2024. The adjudication application has been filed suo-motu admitting the noncompliance, with a request to adjudicate the appropriate penalty on the company and its directors for the said noncompliance. 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 | 300000 | 0 | 300000 | |
| 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
