The Registrar of Companies, Bangalore, passed an adjudication order imposing penalties under Section 450 of the Companies Act, 2013, for violation of Section 173(1) relating to the mandatory interval between Board meetings. The company had voluntarily filed a suo motu adjudication application admitting that after holding a Board Meeting on 4 March 2024, it was required to convene the next meeting by 2 July 2024, within the statutory limit of 120 days. However, the subsequent Board Meeting was conducted only on 27 September 2024, resulting in a delay of 87 days. Following the company’s admission of default, the ROC issued a show cause notice. The company and one director accepted the non-compliance and agreed to pay the prescribed penalties, while opting against an e-hearing. Since the company did not qualify as a small company, reduced penalties under Section 446B were held inapplicable. Accordingly, penalties were imposed on the company and its officers in default.
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/06-2026/BL/02285 | Dated: 11/06/2026
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 itsGazette notification number S.O. 698(E) dated 10/02/2026appointed 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 IRONSOURCE INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U74300KA2016FTC092539, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OFFICE NO. 04-101, PEBBLE BEACH, EMBASSY GOLF LINKS BUSINESS PARK, DOMLUR BANGALORE NORTH BANGALORE KARNATAKA INDIA 560071
Individual details:
In the matter relating to . KANAKADRI________
In the matter relating to NORA SEN GO_________
In the matter relating to LUIS FELIPE VISOSO LOMELIN________
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 admitting violation of section 173(1) of the Act wherein it was submitted that the company held its Board Meeting on 04.03.2024 and was required to convene next Board Meeting within 120 days i.e. 02.07.2024. However, the company held the next board meeting on 27.09.2024 with a delay of 87 days.
2. The company and officers in default have not asked for a e-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 admitting violation of section 173(1) of the Act wherein it was submitted that the company held its Board Meeting on 04.03.2024 and was required to convene next Board Meeting within 120 days i.e. 02.07.2024. However, the company held the next board meeting on 27.09.2024 with a delay of 87 days.
Pursuant to the adjudication application filed by the company, show cause notice dated 22.04.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 24.04.2026. The Company and Kanakadri, Director have submitted reply on the e-Adjudication portal on 07.05.2026 stating, inter alia, that ? accepted the non-compliance and agree to pay the penalty amount as specified in Show Cause Notice.
Further, the company and its officers in default have opted for no e-hearing in the matter and hence, 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 | IRONSOURCE INDIA PRIVATE LIMITED having CIN as U74300KA2016F TC092539 | 96000 | 0 | 200000 | |
| 2 | . KANAKADRI having DIN as
08404002 |
50000 | 0 | 50000 | |
| 3 | NORA SEN GO having DIN as
10531941 |
50000 | 0 | 50000 | |
| 4 | LUIS FELIPE VISOSO LOMELIN having DIN as 10531994 | 48000 | 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.
null,
Registrar of Companies
ROC Bangalore
