The Registrar of Companies, Chennai, issued an adjudication order dated 04.08.2026 under Section 454 of the Companies Act, 2013 for violation of Section 178(8) against Port City Nidhi Limited. The company, through an application filed in e-Form GNL-1 on 26.05.2026, stated that although it had constituted the Nomination and Remuneration Committee in 2015, the committee did not have the requisite number of non-executive and independent directors as required under Section 178(1). In response to the show cause notice and during the e-hearing held on 14.07.2026, the company submitted that the default had been rectified during FY 2025-26 by reconstituting the committee in accordance with the Act and requested a lenient view. The Adjudicating Authority held that the company had contravened Section 178(1) from FY 2014-15 to FY 2025-26 and imposed penalties under Section 178(8) of ₹5,00,000 on the company and ₹1,00,000 each on two officers in default. The noticees were directed to pay the penalties within 90 days, with a right of appeal to 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/07-2026/CN/02610 Dated: 04/08/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 178(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 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 PORT CITY NIDHI LIMITED [herein after known as Company] bearing CIN U65991TN1994PLC027100, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 21D/2, WEST GREAT COTTONTUTICORIN 628 002 TUTICORIN 628 002 NA THOOTHUKKUDI TUTICORIN TAMIL NADU INDIA 628002
Individual details:
In the matter relating to SURIYAMOORTHY RAGAVENDRA SAKTHIRAM ———————–
In the matter relating to SURIYAMURTHY —————-
C. Provisions of the Act:
(8) In case of any contravention of the provisions of section 177 and this section, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Company and its Directors have filed e-form GNL-1 vide SRN: AC3644499 dated 26.05.2026, Application for adjudication of offence under Section 178(1) of the companies Act, 2013, which read as:
‘Section 178: (1) The Board of Directors of every listed public company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors:
Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.”
The Applicant submitted that the Company has constituted the Nomination and Remuneration Committee as per Section 178(1) of the Companies Act, 2013, in the year 2015. However, the composition of the said committee did not contain the requisite number of non-executive and independent directors.
Thus, it is observed that the subject company has violated Section 178(1) of the Companies Act, 2013. Hence, the company and its Officers in default shall be liable for penalty under Section 178(8) of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication vide SCN/ADJ/06-2026/CN/04786 for defaults under Section 178(8) of the Companies Act, 2013 on 19.06.2026. The Company vide its reply submitted that due to the non-availability of the prescribed composition as required under Section 178(1), the Committee did not strictly conform to the statutory requirements during the relevant period and that the Company has already taken corrective measures and duly complied with the requirements of Section 178(1) during the Financial year 2025-26 by reconstituting the Nomination and Remuneration Committee in accordance with the provisions of the Act and thus the default has been fully rectified. They further requested to take a lenient and sympathetic view while adjudicating the matter.
Further, the Adjudicating Authority had issued notice for e-hearing on 13.07.2026 and scheduled the e-hearing on 14.07.2026. CS. N S Poornima, Practicing Company Secretary, attended the e-hearing on behalf of the Company and the officers in default and made submissions that the default has been fully rectified and may be adjudicated by taking a lenient view in the matter.
E.Order:
1. As per Section 178(1) of the Companies Act, 2013, the Nomination and Remuneration Committee shall consist of three or more non-executive directors out of which not less than one-half shall be independent directors. However, the Company has formed the Nomination and Remuneration Committee in the year 2015, without requisite composition of Non-Executive and Independent Directors, which contravened the provision of Section 178(1) of the Companies Act, 2013 and complied with the said section only in the financial year 2025-26. Hence, company and its officers in default have violated Section 178(1) of the Companies Act, 2013, for the period 2014-15 to 2025-26, and are liable for penalty under Section 178(8) 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 | PORT CITY NIDHI LIMITED having CIN as U65991TN1994P LC027100 | No | 500000 | 0 | 500000 |
| 2 | SURIYAMOORTH Y RAGAVENDRA SAKTHIRAM having DIN as 02657547 | No | 100000 | 0 | 100000 |
| 3 | SURIYAMURTHY having DIN as 02657552 | No | 100000 | 0 | 100000 |
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
