The Registrar of Companies, Chennai, under the Ministry of Corporate Affairs, imposed penalties under Section 454 of the Companies Act, 2013 for violation of Section 90(4) read with Section 90(11) concerning Significant Beneficial Owner (SBO) disclosures. The company failed to file e-Form BEN-2 within 30 days of receiving SBO declaration, resulting in a substantial delay of 1310 days. Although the company later filed the form and attributed the delay to lack of clarity regarding legal interpretation of “significant influence” and “majority stake,” the adjudicating authority rejected the plea for leniency. It held that ignorance or interpretational issues do not excuse statutory non-compliance. Consequently, the maximum penalty of ₹5,00,000 was imposed on the company and ₹1,00,000 each on the officers in default. The order underscores strict enforcement of SBO disclosure norms and emphasizes timely compliance as critical for transparency and corporate governance.
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/01875 Dated: 01/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 90 (11) 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 APPIAN COMPUTER TECHNOLOGIES INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U72900TN2022FTC151009, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO. 1101, 1102, 1103 AND 1104, 11TH FLOOR, TOWER B, WORLD TRADE CENTER NO. 5/142, RAJIV GANDHI SALAI, PERUNGUDI SAIDAPET KANCHIPURAM TAMIL NADU INDIA 600096
Individual details:
In the matter relating to RAMESH ARDHANARI ——
In the matter relating to ROBERT CHARLES KRAMER ———
C. Provisions of the Act:
If a company, required to maintain register under sub-section (2) and file the information under sub-section (4) or required to take necessary steps under sub-section (4A), fails to do so or denies inspection as provided therein, the company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day, after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with a further penalty of two hundred rupees for each day, after the first during which such failure continues, subject to a maximum of one lakh rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Company vide SRN: AB9787851 dated 16.12.2025 filed e-Form GNL-1 for e-adjudication under Section 454 of the Companies Act, 2013, for adjudication of Penalties for Non- Compliances or Default under Section 90(4) r/w Rule 4 of Companies (Significant Beneficial Owners) Rules, 2018 also filed Physical Application on 09.12.2025. The Applicant submitted that pursuant to Section 90(4) of the Companies Act, 2013 the Company, M/s. APPIAN COMPUTER TECHNOLOGIES INDIA PRIVATE LIMITED had filed form BEN-2 (Return to the Registrar in respect of declaration) on 01.12.2025 vide SRN: AB9209285.
As per Section 90(4) of the Companies Act, 2013 Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar within a period of thirty days from the date of receipt of such declaration by it, in such form and manner as may be prescribed.
However, the Company and its Directors had inadvertently failed to file e-Form BEN-2 within thirty days from the date of receipt of declaration (01-04-2022) i.e., on or before 30.04.2022. Subsequently, the Company filed the said e-Form BEN-2 vide SRN: AB9209285 dated 01.12.2025 thereby making good the default. The delay in filing resulted in a default of 1310 days.
Section 90(4).
(4) Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses and other details as may be prescribed within such time, in such form and manner as may be prescribed.
Rule 4
Upon receipt of declaration under rule 3, the reporting company shall file a return in (Form No. BEN-2) with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of such declaration by it, along with the fees as prescribed in Companies (Registration offices and fees) Rules, 2014.
On perusal of the records and documents filed, it is noticed that the company failed to file e-Form BEN-2 within the stipulated period of thirty days from the date of receipt of declaration (01-04-2022) resulting in violation of Section 90(4) of Companies Act, 2013 r/w Rule 4 of Companies (Significant Beneficial Owners) Rules, 2018. Hence, the company and its officers in default are liable for penalty under Section 90(11) of the companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication vide SCN/ADJ/03-2026/CN/03929 for defaults under Section 450 of the Companies Act, 2013 on 06.03.2026. The Company vide letter dated 12.03.2026 submitted that the delay in filing BEN-2 was due to lack of clarity regarding the legal requirements, particularly with respect to the interpretation of ?majority stake? and the concept of exercising significant influence or control under the applicable provisions of the Companies Act, 2013 and the relevant rules and further requested to take a lenient view in the matter and impose only a minimal penalty under Section 90(11) of the Companies Act, 2013.
Further, the Adjudicating Authority had issued notice for e-hearing scheduled on 23.03.2026. Mr. S Sandeep, Practicing Company Secretary, attended the e-hearing on behalf of the Company and made submissions that the violation may be adjudicated by taking a lenient view in the matter.
E. Order:
1. As per Section 90(4) of the Companies Act, 2013 r/w Rule 4 of Companies (significant beneficial Owners) rules, 2018, Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar within a period of thirty days from the date of receipt of such declaration by it. The company has received the receipt of declaration of Significant Beneficial Owners on 1.04.2022 and which has to be filed with the Registrar on (or) before 30.04.2022 vide e-form BEN-2. However the company has filed e-form BEN-2 on 01.12.2025 with delay of 1310 days vide SRN: AB9209285. Hence, company and its officers in default have violated Section 90(4) of the Companies Act, 2013 r/w Rule 4 of Companies (significant beneficial Owners) rules, 2018 and are liable for penalty under Section 90(11) 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 | APPIAN COMPUTER TECHNOLOGIES INDIA PRIVATE LIMITED having CIN as U72900TN2022F TC151009 | 500000 | 0 | 500000 | |
| 2 | RAMESH ARDHANARI having DIN as 10320735 |
100000 | 0 | 100000 | |
| 3 | ROBERT CHARLES KRAMER having DIN as 09556551 | 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
