Penalty for Not Holding Minimum Board Meetings Under Companies Act

The Registrar of Companies, Himachal Pradesh, passed an adjudication order under Section 454 of the Companies Act, 2013, for violation of Section 173 relating to Board Meetings. The company failed to hold the mandatory minimum of four Board Meetings during the calendar year 2023, conducting only three meetings and thereby breaching statutory requirements, including the rule that not more than 120 days should elapse between meetings. The default was acknowledged through a suo motu application filed by the company. Under Section 173(4), liability arises for officers responsible for issuing notice of Board Meetings. Accordingly, penalties of ₹25,000 each were imposed on four officers in default. No additional daily penalty was levied as the default was not continuing at the time of adjudication. The order directs payment within 90 days through the MCA portal and clarifies that penalties must be paid personally. It also provides a right to appeal before the Regional Director within 60 days.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Himachal Pradesh
Registrar Of Companies-cum-Official Liquidator, Himachal Pradesh, 1st Floor, Corporate Bhawan, Plot No.4-B, Sector 27-B, Chandigarh, Chandigarh, India, 160019
Phone: 0172-2639415/2639416
E-mail: null

Order ID: PO/ADJ/03-2026/SH/01765 | Dated: 23/03/2026

ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 173(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, 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 TIDONG POWER GENERATION PRIVATE LIMITED [herein after known as Company] bearing CIN U40108HP2008PTC030877, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at GROVER COTTAGE, SECOND FLOOR, ABOVE HDFC HOME LOAN CHOTA SHIMLA-KASUMPTI ROAD NA SHIMLA SHIMLA HIMACHAL PRADESH INDIA 171002

Individual details:

In the matter relating to DEEPAK KAKKAR ____________

In the matter relating to SANJEEV MEHRA ____________

In the matter relating to RAHUL VARSHNEY ____________

In the matter relating to TIMA IYER UTNE ____________

C. Provisions of the Act:

Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees

D. Facts about the case:

1. Default committed by the officers in default/noticee – The Company filed GNL -2 vide SRN AB8031280 dated 07.10.2025 along with adjudication application u/s 454 of the CA, 2013 for violation u/s 173 of the Companies Act, 2013.

FACT OF THE CASE:

It is evident from the fact mentioned in the Application that during the Calander year 2023, the Company had hold only 3 (three) Board Meetings i.e. on 06.03.2023, 04.07.2023 and 28.09.2023. Accordingly, the Company failed to convene the fourth Board meeting in the said Calander Year, 2023 before 31.12.2023.

In terms of Section 173(1) of the CA, 2013, Every company shall hold the First meeting of the Board of Directors within 30 days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such manner that not more than one hundred twenty days shall intervene between two consecutive meetings of the Board.

Therefore, it is clear that the company through its management has violated the provision of Section 173 of the Companies Act, 2013.

PENAL, PROVISION AND PENALTY AMOUNT FOR ADJUDICATION:

In terms of Section 173(4) of the CA, 2013, Every officer of the company whose duty to give notice under this section and who fails to do so shall be liable to a penalty of Twenty-five thousand rupees.

2. Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees

E. Order:

1. Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

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 Chandigarh 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.

Anupam Vashista,
Registrar of Companies
ROC Himachal Pradesh