The Registrar of Companies, Chennai, under the Ministry of Corporate Affairs, passed an adjudication order imposing penalties under Section 454 of the Companies Act, 2013 for violation of Section 89(6) read with Section 89(7). The company failed to file e-Form MGT-6 within 30 days of receiving a declaration of beneficial interest in shares, resulting in a delay of 4 days. Although the company later filed the form with additional fees and sought leniency citing inadvertent delay, the adjudicating authority held that such delay constitutes a statutory default. Consequently, penalties of ₹4,000 each were imposed on the company and its officers in default. The authority emphasized that even minor delays in statutory filings attract penalties and cannot be excused merely on grounds of unintentional lapse. The order reinforces strict compliance with disclosure requirements relating to beneficial ownership and mandates timely filings under the Companies Act, 2013.
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/03-2026/CN/01902 Dated: 01/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 89(7) 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 INTERISE INVESTMENT MANAGERS PRIVATE LIMITED [herein after known as Company] bearing CIN U45203TN1999PTC042518, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 5TH FLOOR, SKCL – TECH SQUARE, LAZER ST, SOUTH PHASE, SIDCO INDUSTRIAL ESTATE, GU INDY, NA CHENNAI CHENNAI TAMIL NADU INDIA 600032
Individual details:
In the matter relating to GAURAV KHANNA ——–
In the matter relating to AMIT DHIRENDRA SHAH ——
In the matter relating to PAWAN DEVRAJ KANT ——
C. Provisions of the Act:
If a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for each day during which such failure continues, subject to a maximum of five lakh rupees in the case of a company and two lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Company M/s. INTERISE INVESTMENT MANAGERS PRIVATE LIMITED and its officers Mr. Pawan Devraj kant, Mr.Gaurav Khanna and Mr. Amit Dhirendra shah have filed e-Form GNL-1 vide SRN AC0039216 on 18.12.2025 and have also submitted physical Suo-moto Adjudication application under section 454 of the Companies Act, 2013 for the adjudication of offence under section 89(6) of the Companies Act, 2013. The Applicants submitted that the Company inadvertently filed e-Form MGT-6 belatedly on 18.04.2024 vide SRN F94600467 with an additional fee of Rs.1,200/- and that the delay in filing e-Form MGT-6 was neither intentional nor deliberate and accordingly, prayed that the Hon’ble Adjudicating Officer may take a lenient view and impose only a minimum penalty, as may be considered just and reasonable under section 454 of the Companies Act, 2013.
“89. Declaration in Respect of Beneficial Interest in any Share
(6) Where any declaration under this section is made to a company, the company shall make a note of such declaration in the register concerned and shall file, within [thirty days] from the date of receipt of declaration by it, a return in the prescribed form with the Registrar in respect of such declaration with such fees or additional fees may be prescribed”
Pursuant to the said application, it is noticed that the company was required to file e-form MGT-6 within 30 days from the date of receipt of Declaration i.e., 14.03.2024. However, the Company filed the said e-Form MGT-6 Vide SRN F94600467 on 18.04.2024, with a delay of 04 days beyond the prescribed time mandated under Section 89(6) of the Companies Act, 2013. Therefore, the Company has contravened provision of Section 89(6) of the Act and thereby, the Company and its Officers in default are liable for penalty under Section 89(7) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication on 13.02.2026 vide SCN/ADJ/01-2026/CN/03584 03583 for default under Section 117(2) of the Companies Act, 2013, further, the company has not submitted any reply to the said notice.
Further the Adjudicating Authority has issued notice for e-hearing scheduled on 25.03.2026. The Company Secretary, Mr. Haribabu Pothapu, the authorized representative attended the e-hearing on behalf of the Company and Mr. Amit Dhirendrashah, Company Secretary and made submissions that the violation may be adjudicated by taking a lenient view on the matter.
E. Order:
1. As per Section 89(6) of Companies Act, 2013r/w Rule 9(3) of the Companies (Management and Administration) Rules, 2014. The company was required to file MGT-6 within 30 days from the date of receipt of declaration in Form MGT-4 and 5. However, company has received declaration in MGT-5 from the Beneficial Owner i.e., Allianz Infrastructure Luxembourg II SARL on 14/03/2024 and filed the e-form MGT-6 with the registrar on 18/04/2024 with delay of 4 days vide SRN: F94600467. Therefore, the Company has contravened provision of Section 89(6) of the Act r/w Rule 9(3) of the Companies (Management and Administration) Rules, 2014 and thereby, the Company and its Officers in default are liable for penalty under Section 89(7) 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 | INTERISE INVESTMENT MANAGERS PRIVATE LIMITED having CIN as U45203TN1999P TC042518 | 4000 | 0 | 500000 | |
| 2 | GAURAV KHANNA having DIN as 03085284 | 4000 | 0 | 200000 | |
| 3 | AMIT DHIRENDRA SHAH having DIN as 05184252 | 4000 | 0 | 200000 | |
| 4 | PAWAN DEVRAJ KANT having DIN as 02277193 | 4000 | 0 | 200000 |
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
