Registrar of Companies (ROC) Hyderabad issued an order on August 12, 2025, imposing penalties on the directors of PONDICHERRY-TINDIVANAM TOLLWAY PRIVATE LIMITED for violating Section 173(4) of the Companies Act, 2013. The company had an adjudication application for a violation of Section 173(1), which mandates that the gap between two consecutive board meetings cannot exceed 120 days. An inspection revealed that the company had a 268-day gap between its board meetings held on September 4, 2023, and May 31, 2024.
Four directors, Sabina Moti Bhavnani, Anil Kumar Gupta, Yerubandi Venkateswara Rao, and Sampath Kumar Kosur, were issued a show-cause notice. The order notes that two of the directors, Rao and Kosur, had initially filed the application for adjudication, while the other two were not included in the application. However, because no resolution was provided to limit the liability to only the two applicants, the notice was issued to all four directors. After reviewing the submissions and conducting an e-hearing, the adjudicating authority imposed a penalty of ₹25,000 on three of the directors: Sabina Moti Bhavnani, Yerubandi Venkateswara Rao, and Sampath Kumar Kosur. Director Anil Kumar Gupta was exempted from the penalty because he was a nominee director and not involved in the company’s day-to-day operations. The order specifies that the penalties must be paid from the directors’ personal funds within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Hyderabad
Registrar Of Companies, 2nd Floor, Corporate Bhawan, GSI Post, Nagole, Bandlaguda, Hyderabad, Telangana, India-500068
Phone: 040-29805427/29804327, E-mail: roc.hyderabad@mca.gov.in
Order ID: PO/ADJ/08-2025/HD/00564 Dated: 12/08/2025
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. 5459(E) dated 26/10/2018 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 PONDICHERRY -TINDIVANAM TOLLWAY PRIVATE LIMITED [herein after known as Company] bearing CIN U45400TG2007PTC053321, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at null
Individual details:
In the matter relating to SABINA MOTI BHAVNANI [herein after known as individual] having DIN 06553087 and having its address at 701 Rustomjee Buena Vista, St. Alexious Road, Off Turner Road, Bandra West 701 Rustomjee Buena Vista, St. Alexious Road, Off Turner Road, Bandra West Mumbai Maharashtra India 400050
In the matter relating to ANIL KUMAR GUPTA [herein after known as individual] having DIN 07978210 and having its address at 7, RAJA RAJKRISHNA STREET 7, RAJA RAJKRISHNA STREET KOLKATA West Bengal India 700006
In the matter relating to YERUBANDI VENKATESWARA RAO [herein after known as individual] having DIN 08324162 and having its address at 13-90/A, PLOT NO 32, LOKAYUKTHA COLONY, BADANGPET, K.V.RANGANREDDY 13-90/A, PLOT NO 32, LOKAYUKTHA COLONY, BADANGPET, K.V.RANGANREDDY RANGAREDDY Telangana India 500058
In the matter relating to SAMPATH KUMAR KOSUR [herein after known as individual] having DIN 08868085 and having its address at 12-2-416/57, USHODAYA COLONY, GUDIMALKAPUR 12-2-416/57, USHODAYA COLONY, GUDIMALKAPUR HYDERABAD Telangana India 500028
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 – Whereas as per provisions 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. Whereas the intervening gap between the Board Meeting held on 04/09/2023 and the Board Meeting held on 31/05/2024 is 268 days. Whereas as per provisions of section 173(4) states 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. Except one directed all other directors have opted for no e-hearing.
E. Order:
1. The company, M/s PONDICHERRY -TINDIVANAM TOLLWAY PRIVATE LIMITED, CIN – U45400TG2007PTC053321, has submitted an adjudication application under section 454 of the Companies Act, 2013 dated 26.11.2024 for adjudicating the violation of section 173(1), which is punishable under section 173(4) of the Companies Act, 2013.
Whereas as per provisions 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. Whereas the intervening gap between the Board Meeting held on 04/09/2023 and the Board Meeting held on 31/05/2024 is 268 days. Whereas as per provisions of section 173(4) states 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.
The applicants for the adjudication are two directors namely, Sri. Yerubandi Venkateswara Rao and Sri. Sampath Kumar Kosur. However, as per the signatory details of the company it has two more directors, namely, Sabina Moti Bhavnani and Anil Kumar Gupta and they are not arrayed as applicants in the adjudication application. Further, no proof, such as copy of resolution and related filings for limiting the liability under section 173(4) only on two directors mentioned in the application out of the 4 directors of the company has been produced with the application. Hence the SCN dated 30.04.2025 has been issued to all 4 directors under e-mode.
The company and respective respondents have submitted their replies to the SCN dated 30.04.2025. A meeting of the respondents, whoever opted for the same has been conducted through e-mode on 07.07.2025.
One of the respondents, Sri. Anil Kumar Gupta having DIN-07978210 has replied vide letter dated 28.05.2025 that he was a director nominated on the board of the defaulted company representing Terra Projects Private Limited (TPPL) as TPPL is holding 26.10 shares in PTTPL and he was not looking over the day to day affairs of PTTPL, as the day to day affairs of PTTPL, is managed by directors nominated by majority share holder of PTTPL, i.e, NCC/NCCIHL.
The adjudicating authority based on the information available in MCA portal, on the basis of the adjudication application, the replies submitted by the respondents and the on the basis of e-hearing, impose penalty as per the provisions of section 173(4) of the Companies Act, 2013 after exempting Sri. Anil Kumar Gupta having DIN-07978210 being the nominee director of the company.
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 | SABINA MOTI BHAVNANI having DIN as 06553087 |
25000 | 0 | 25000 | |
| 2 | ANIL KUMAR GUPTA having DIN as 07978210 | 0 | 0 | 25000 | |
| 3 | YERUBANDI VENKATESWAR A RAO having DIN as 08324162 | 25000 | 0 | 25000 | |
| 4 | SAMPATH KUMAR KOSUR having DIN as 08868085 | 25000 | 0 | 25000 |
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 Hyderabad 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.
Parvinder Singh,
Registrar of Companies
ROC Hyderabad
