ROC Bangalore Penalises IronSource India Private Limited for Breach of Mandatory Board Meeting Interval Under Section 173(1) of Companies Act, 2013
Background and Overview
The Registrar of Companies, Bangalore, has issued an adjudication order under Section 454 of the Companies Act, 2013, imposing monetary penalties for contravention of Section 173(1) of the Companies Act, 2013, which prescribes the maximum permissible gap between consecutive Board meetings. What makes this matter particularly noteworthy is that the company itself came forward by filing a suo motu adjudication application, voluntarily disclosing the default without waiting for regulatory detection.
The company in question, IronSource India Private Limited, admitted that its Board meetings were not conducted within the statutory 120-day interval mandated under Section 173(1), resulting in a delay of 87 days. This order serves as a significant reminder to private limited companies — particularly those with foreign directors and cross-border operational structures — about the critical importance of maintaining board meeting schedules in strict conformity with Indian company law requirements.
Adjudicating Authority and Jurisdiction
Order Details:
- Order ID: PO/ADJ/06-2026/BL/02285
- Date of Order: 11/06/2026
- Issuing Authority: Registrar of Companies, Bangalore
The adjudicating officer was appointed through a Gazette notification bearing number S.O. 698(E) dated 10/02/2026, issued by the Ministry of Corporate Affairs. The appointment was made in exercise of powers conferred by Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, authorising the adjudication of penalties for contraventions under the Act.
Company and Individual Details
Company Profile
| Particulars | Details |
|---|---|
| Company Name | IronSource India Private Limited |
| CIN | U74300KA2016FTC092539 |
| Registered Office | Office No. 04-101, Pebble Beach, Embassy Golf Links Business Park, Domlur, Bangalore North, Bangalore, Karnataka, India – 560071 |
| Type of Company | Private Limited Company |
Officers in Default (Noticees)
The following individuals were identified as officers in default in the adjudication proceedings:
- Kanakadri – Director (DIN: 08404002)
- Nora Sen Go – Director (DIN: 10531941)
- Luis Felipe Visoso Lomelin – Director (DIN: 10531994)
Statutory Framework: Applicable Legal Provisions
Section 173(1) – Mandatory Board Meeting Requirement
Section 173(1) of the Companies Act, 2013, mandates that every company must hold a minimum of four Board meetings in a calendar year, with the condition that the gap between two consecutive Board meetings shall not exceed 120 days. This provision ensures ongoing governance, oversight, and decision-making at the board level and applies to all companies unless specifically exempted.