The Registrar of Companies (ROC), Chennai, has issued an order imposing a penalty on Tamilnad Mercantile Bank Limited and two of its officers for a violation of Section 118(11) of the Companies Act, 2013. The company, along with its Chief Financial Officer, Pudur Ananthanarayanan Krishnan, and erstwhile Company Secretary, Prakash Chandra Panda, admitted to a delay of 215 days in finalizing and entering the minutes of a board meeting held on August 26, 2023. The company stated that the delay was caused by changes in management structure and was not willful. As a result of this admission, the company was penalized with a fine of ₹25,000, while the two officers were each fined ₹5,000.
A separate notice was also issued to Sankarasubramanian Krishnan, the former Managing Director, who had resigned from his position on September 28, 2023. He argued that he was not the chairman of the meeting and that under the Secretarial Standards (SS-1), the minutes were deemed to be approved on his part. Consequently, no penalty was imposed on him. The order requires the company and the two penalized officers to pay the fines within 90 days. The order specifies that the officers must pay the penalty from their personal funds. The company and the officers have the option to file an appeal with the Regional Director, Chennai, within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654, E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/05-2025/CN/00338 | Dated: 18/09/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 118(11) 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 TAMILNAD MERCANTILE BANK LIMITED [herein after known as Company] bearing CIN L65110TN1921PLC001908, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 57,VICTORIA EXTENSION ROAD 57,VICTORIA EXTENSION ROAD NA THOOTHUKUDI Tamil Nadu India 628002
Individual details:
In the matter relating to PUDUR ANANTHANARAYANAN KRISHNAN [herein after known as individual] having DIN 07891762 and having its address at 7B/4, 1st Floor, Sivanthakulam, 1st Street 7B/4, 1st Floor, Sivanthakulam, 1st Street Tuticorin Tamil Nadu India 628003
In the matter relating to PRAKASH CHANDRA PANDA [herein after known as individual] having PAN AQXPP3171E and having its address at No.8, Sakthi Nagar, 5th Street No.8, Sakthi Nagar, 5th Street Chennai Tamil Nadu India 600094
In the matter relating to SANKARASUBRAMANIAN KRISHNAN [herein after known as individual] having DIN 07261965 and having its address at 870/1 Abirami Flats, Dr. Ramaswamy Salai 870/1 Abirami Flats, Dr. Ramaswamy Salai Chennai Tamil Nadu India 600078
C. Provisions of the Act:
(11) If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Tamilnad Mercantile Bank Limited (CIN: L65110TN1921PLC001908) and its Chief Financial Officer Mr. Pudur Anantha Narayanankrishnan and Erstwhile Company Secretary Mr. Prakash Chandra Panda have filed Adjudication application in e-form GNL-1 vide SRN: N28365948 dt 10.02.2025 for violation of Section 118 of the Companies Act, 2013 and also submitted physical application on 13.02.2025.
The applicants submitted that ?the company has conducted the meeting of board of directors on 26.08.2023, the draft minutes of the meeting were circulated to all the members of the board on 31.08.2023 within fifteen days from the date of conclusion of meeting. The Directors whether present at meeting or not, shall communicate their comments, if any, in writing on the draft minutes within seven days from the date of circulation thereof to finalize and enter in the Minutes books within the specified time limit of thirty days. However, due to changes in the management structure/ Board of Directors, there was a delay in obtaining the approval of the minutes from the directors. Therefore, the Minutes have not been finalized by the directors during the requisite period of thirty days. The minutes of the meeting was eventually finalized and circulated on 3rd January 2024 with a delay of 215 days. The company has finalized and entered the same in the Minutes book on 28.03.2024?.
On the basis of above mentioned facts, the company regretfully admits that it has contravened the provision of Section 118 of the Companies Act, 2013 by finalizing the minutes with a delay of 215 days for the financial year 2023-24.
The applicants also claims that the company?s board of directors has been developing an adequate internal control framework that will ensure the timely circulation and entering the minutes.
Hence, there is violation of Section 118 of the Companies Act, 2013, the company and its officers in default are liable under Section 118(11) of the Companies Act, 2013.
Further, as per the signatory details of the company, Mr. Sankarasubramanian Krishnan (DIN: 07261965) was Managing Director of the company during the period of violation. Hence, he is also liable under Section 118(11) of the Companies Act, 2013 other than the applicants.
2. As per MCA database under the signatory details, name of Shri. Sankarasubramanian Krishnan has been shown as Managing Director of the Company and accordingly the Adjudicating Authority has issued notice dated 19.03.2025 to him. In response, Shri. Sankarasubramanian Krishnan vide his reply dated 01.04.2025 has justified that he was not the Chairman of the Board Meetings dated 26.08.2023 or any of the subsequent Board Meetings during his tenure. He has tendered his resignation on 28.09.2023. He also invited reference to Clause 7.4 (v) of Secretarial Standards (SS-1), wherein, it states that in the event a Director does not comment on the draft minutes, the draft minutes shall be deemed to have been approved by such Director and thus the MD had reiterated that the minutes was deemed to have been approved without any delay on his part.
Further, in response to the notices dated 19.03.2025 issued to the Company, Shri. Pudur Anantha Narayanankrishnan, Chief Financial Officer and Shri. Prakash Chandra Panda, Erstwhile Company Secretary, on behalf of them, Shri. Swapnil Yelgaonkar, Company Secretary of the Company vide reply dated 20.03.2025 had accepted the opportunity of being heard provided to them on their suo-moto Adjudication application and also accepted to pay the penalty to be levied on their Company and Shri. Pudur Anantha Narayanankrishnan, Chief Financial Officer and Shri. Prakash Chandra Panda, Erstwhile Company Secretary.
In pursuance to the hearing notice dated 04.04.2025 issued by the Adjudication Authority fixing e-hearing on 09.04.2025, Shri. Swapnil Yelgaonkar, Company Secretary (Membership No: ACS 21877) has attended the e-hearing on 09.04.2025 on behalf of the Company, Chief Financial Officer and Erstwhile Company Secretary and submitted that the aforesaid noncompliance was neither will full nor unintentional and agreed to pay the penalty.
E. Order:
1. It is concluded that there is a delay of 215 days in making entry in the minutes books (Actual date entry in Minutes Book on 28.03.2024) after the conclusion of the Board Meeting held on 26.08.2023.
Thus, the Company has violated Section 118(1) of the Companies Act, 2013 r/w Rule 25(1)(b)(i) of Companies (Management and Administration) Rules, 2014.
During the e-hearing held on 09.04.2025, Shri. Swapnil Yelgaonkar, Company Secretary (Membership No: ACS 21877) has attended the e-hearing on behalf of the Company, Chief Financial Officer and Erstwhile Company Secretary and submitted that the aforesaid non-compliance was neither will full nor unintentional and requested to levy minimum penalty.
In view of the fact that since the Company has voluntarily filed this Adjudication application under GNL-1 (SRN: N28365948 dt. 10.02.2025), right now the penalty as detailed below has been imposed only on the Suo-moto applicants viz. the Company, Shri. Pudur Anantha Narayanankrishnan, Chief Financial Officer and Shri. Prakash Chandra Panda, Erstwhile Company Secretary who have made this Suo-moto Adjudication application.
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 | TAMILNAD MERCANTILE BANK LIMITED having CIN as L65110TN1921PL C001908 | No | 25000 | 0 | 25000 |
| 2 | PUDUR ANANTHANARA YANAN KRISHNAN having DIN as 07891762 | No | 5000 | 0 | 5000 |
| 3 | PRAKASH CHANDRA PANDA having PAN as AQXPP3171E | No | 5000 | 0 | 5000 |
| 4 | SANKARASUBR AMANIAN KRISHNAN having DIN as 07261965 | No | 0 | 0 | 5000 |
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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
