The Registrar of Companies (ROC) Kolkata adjudicated penalties under Section 454 of the Companies Act, 2013 for violation of Section 173(1) relating to board meetings. Tantia Sanjauli Parkings Pvt. Ltd. conducted five board meetings during FY 2020-21; however, the gap between 12 July 2020 and 19 November 2020 exceeded 120 days, violating statutory requirements. While the company cited MCA General Circulars issued during COVID-19 allowing extended gaps of up to 180 days, the adjudicating officer observed that the circular relief did not cover the entire period of default. Consequently, penalties of ₹25,000 each were imposed on officers in default, Harshvardhan Tantia and Vishnu Kumar Jhunjhunwala, to be paid within 90 days via the e-Adjudication portal. Officers may appeal to the Regional Director within 60 days. The order underscores the importance of strict compliance with board meeting provisions, even during extraordinary circumstances, while providing procedural guidance for rectification and penalty payment.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata
CORPORATE BHAWAN PLOT NO-II F/16, PRE NO. 05-0852 AA-III F AKANDAKESHARI, NEAR SHAPOORJI
NEWTOWN, Kolkata, WESTBENGAL, India, 700135
Phone: 8076272007
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/11-2025/KK/00895 Dated: 22/11/2025
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. 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 TANTIA SANJAULIPARKINGS PRIVATE LIMITED [herein after known as Company] bearing CIN U70109WB2010PTC155717, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at DD 30, 7TH FLOOR SECTOR 1, SALT LAKE CITY NA KOLKATA KOLKATA WEST BENGAL INDIA 700064
Individual details:
In the matter relating to HARSHVARDHAN TANTIA———
In the matter relating to VISHNU KUMAR JHUNJHUNWALA——–
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 – I.O’s Observation:
Section 173(1) states that Every company shall hold the first board meeting of the board of Directors within 30days of the Date of Incorporation and there after hold a minimum no. of Four meetings of its board of directors every year in such aw ay that not more than 120 days shall intervene between consecutive meetings of the Board. It is observed from the Board report for the year ended 3103.2021 that the company has conducted five board meetings during the financial year, the dates are as follows:-10.07.2020,12.07.2020,19.112020,10.12.2020,19.03.2021
The gap between the two board meeting held between 12.07.2020 to 19.11.2020 is exceeding 120 days, thereby leading to violation of Section 173 (1) of the Companies Act,2013
Company’s Reply:
Due to unprecedented rise in covid cases and nation-wide lockdown, the Ministry of Corporate Affairs vide its General Circular No. 11/2020 dated 24th March 2020 has provided for certain exemptions from the compliance of the Act. Relevant extract of the same is reproduced below:
?The mandatory requirement of holding meetings of the Board of the companies within the intervals provided in section 173 of the Companies Act, 2013 (CA-13) (120 days) stand extended by a period of 60 days till next two quarters i.e. till 30th September. Accordingly, as a one time relaxation the gap between two consecutive meetings of board may extend to 180 days till the next two quarters, instead of 120 days as required in the CA 2013.?
Further to this, another circular dated 3rd May 2021 was issued by Ministry of Corporate Affairs thereby extending the gap between two consecutive meetings of board to 180 days during the Quarter ? April to June 2021 and Quarter July to September 2021 instead of 120 days as required in the Companies Act, 2013.
It is imperative to acknowledge the extraordinary circumstances created by the unprecedented rise in COVID-19 cases and the subsequent nationwide lockdown. The Ministry of Corporate Affairs, recognizing the challenges faced by companies, issued relevant circulars providing exemptions and relaxation in compliance requirements.
Thus, it is pertinent to mention herein that the Company has not violated the provisions of section 173 of the Act.
Considering the abovementioned, it is submitted that the Company has at all complied with the applicable statutory
mandated and consistently followed the notifications, circulars, directions at the time of complying with the provisions of the Act.
With the Company?s unwavering commitment to compliance, it diligently followed the notifications, circulars, and directions issued by the Ministry of Corporate Affairs during the relevant periods. By aligning its actions with the applicable statutory mandates, the Company ensured that it operated within the permissible timeframes, even amidst the challenging circumstances caused by the pandemic.
Comments of IO:
The reply of the directors is not satisfactory. It is true that MCA issued General Circular No. 11/2020 dated 24.04.2020 that has provided certain exemption for holding board meeting till 30th September. On the other hand, it is clear that gap between the two-board meeting held between 12.07.2020 to 19.11.2020 is exceeding 120 days and not covers circular limit, thereby leading to violation of Section 173 (1) of the Companies Act, 2013.
2. E-hearing not requested.
E. Order:
1. The Company has violated the Provision of section 173(1) of the Companies Act, 2013. Hence, the company is liable for Penal action under Section 173(4) of the Company 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 | HARSHVARDHA N TANTIA having DIN as 00946425 |
25000 | 0 | 25000 | |
| 2 | VISHNU KUMAR JHUNJHUNWALA having DIN as 08278571 | 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 Kolkata 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.
Arya Pyarelal,
Registrar of Companies
ROC Kolkata
