In this adjudication under Sections 450 and 454 of the Companies Act, 2013, ROC Chennai addressed the failure of Tamilnadu Minerals Limited and its Company Secretary to hold the mandatory four Board of Directors meetings during FY 2024-25 as required under Section 173(1). The company held only three meetings on 26.06.2024, 10.09.2024, and 09.01.2025, with gaps ranging from 74 to 120 days, thereby violating the statutory requirement. The company and the officer in default voluntarily filed an e-form and a suo-moto adjudication application. The Adjudicating Authority, after considering submissions that the fourth meeting could not be convened due to administrative and project-related exigencies, confirmed the violation. Accordingly, penalties of ₹10,000 each were imposed on the company and the Company Secretary, with a maximum limit of ₹2 lakh and ₹50,000 respectively. The adjudication order directs payment within 90 days via the e-Adjudication portal, while preserving the right to appeal to the Regional Director 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/11-2025/CN/00842 Dated: 12/11/2025
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 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 TAMILNADU MINERALS LIMITED [herein after known as Company] bearing CIN U14210TN1978SGC007488, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 31, KAMARAJAR SALAI, POST BOX NO.2961, TWAD HOUSE, NA MADRAS CHENNAI TAMIL NADU INDIA 600005
Individual details:
In the matter relating to PRIYATHARISINI . [herein after known as individual] having PAN AWUPP8839L and having its address at
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 M/s. Tamilnadu Minerals Limited (CIN
U14210TN1978GC007488) and its company secretary has filed the e-form GNL-1 vide SRN AB5581162 dated 25.07.2025 and also submitted physical suo-moto adjudication application under Section 454 of the Companies Act, 2013 for the Violation of Section 173(1) of the Companies Act, 2013 – Every company shall hold the first meeting of the Board of Directors within thirty 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 a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. In this regard the company is required to hold a minimum of four board meeting for the year 2024-25. However, the company could not conduct the mandatory four board meeting in the financial year 20242025. It has conducted only 3 Board Meeting, the 1st meeting on 26.06.2024 with 111 days, 2nd meeting on 10.09.2024 with 74 days and 4th meeting on 09.01.2025 were held respectively during the year. Thus result in the violation of Section 173(1) of the Companies Act, 2013. Hence the Company and its Company Secretary is liable under Section 450 of the Companies Act, 2013.
2. On receipt of the adjudication application dated 30.07.2025 and e-form GNL-1 vide AB5581162 dated 22.07.2025 for violation of Section 173(1) of the Companies Act, 2013. In this regard, the adjudicating authority has initiated adjudication proceeding under section 454 of the Companies Act, 2013 for the aforesaid violation and issued the adjudication notice vide notice id: SCN/ADJ/09-2025/CN/02578 dated 22.09.2025 to the company and its directors. Pursuant to the adjudication notice the company has submitted its reply on 03.04.2025 stated that, the company has duly held three Board Meeting during FY 2024-25, i.e. on 26.06.2024, 10.09.2024 and 09.01.2025. Due to unavoidable administrative reasons and exigencies in government approvals/project, the company could not convene the fourth mandatory Board Meeting as prescribed under Section 173(1) of the Companies Act, 2013. Hence the Adjudicating authority had issued notice for e-hearing on 08.10.2025 for e-hearing on 09.10.2025. Pursuant to the e-hearing notice Dr. Lakshmi Manean, Company Secretary (FAC), the authorized representative of the company has appeared before the Adjudicating Authority on 09.10.2025 and made submissions that the violation may be adjudicated under Section 173(1) of the Companies Act, 2013.
E. Order:
1. It is observed that as Section 173(1) of the Companies Act, 2013, every year company should hold minimum of four Board of Directors meeting. However, the subject company has duly held three Board Meeting during FY 2024-25, i.e. on 26.06.2024, 10.09.2024 and 09.01.2025 with interval of 111 days, 74 days and 120 days respectively. However failed to conduct 4th Board of Directors Meeting, result in the violation of Section 173(1) of the Companies Act, 2013. Hence the company and its Company Secretary Ms. Priyatharisini are liable under Section 450 of the Companies Act, 2013.
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 | TAMILNADU MINERALS LIMITED having CIN as U14210TN1978S GC007488 | NA | 10000 | 0 | 200000 |
| 2 | PRIYATHARISINI . having PAN as AWUPP8839L | NA | 10000 | 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 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
