The Ministry of Corporate Affairs, through its office in Jaipur, has imposed penalties on Paris Elysees India Private Limited and its directors for failing to comply with the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018. The violations involved not submitting declarations in Form BEN-1 and failing to issue notices in Form BEN-4. The penalties include substantial fines totaling ₹17,00,000, distributed among the company and its significant beneficial owners. The company was found non-compliant with reporting requirements under Section 90 of the Companies Act, and despite presenting personal hardship as a mitigating factor, the penalties were upheld. The final penalty amounts reflect maximum limits set by law, and the order stipulates that payment be made via the Ministry’s portal, with an appeal option available within sixty days. Failure to comply may result in further fines or imprisonment for officers-in-default.
GOVERNMEN OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES CUM OFFICIAL LIQUDIAOTR,
ATTACHED TO RAJASTHAN HIGH COURT, JAIPUR BENCH AT JAIPUR
CORPORATE BHAWAN, G/6-7, RESIDENCY AREA, CIVIL LINES, JAIPUR- 302001
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICTION OF PENALTIES) RULES, 2014 AND COMPANIES (ADJUDICATON OF PENALTIES) AMENDEMENT RULES, 2015 FOR THE VIOLATION OF SECTION 90 (1) OF COMPANIES ACT, 2013 READ WITH RULE 3(1) OF COMPANIES (SIGNIFICANT BENEFICIAL OWNER) RULES, 2018 AND VIOALTION OF SECTON 90(4A) & SECTION 90(5) OF THE COMPANIES ACT, 2013 READ WITH RULE 2A(2) & RULE 6 OF THE COMPANIES (SIGNIFICANT BENEFICAL OWNER) RULES, 2018 IN THE MATTER OF: –
01. Paris Elysees India Private Limited, Director
02. Shri Adrien Mathurin Franklin Vola, Director & SBO
03. Shri Jean Jacques Vola, Director & SBO
04. Marine Alexandra Vola, SBO
05. Maria Lucia Cardoso E Costa Vola, SBO
06. Shri Sanjay Seth, Director
07. Shri Laurent Jean Paul Morcrette, Director
…. Respondents
Date of hearing — 25.04.2024
Present: –
01. Shri Ruvit Kumar, ROC-Cum-OL, Rajasthan, Jaipur
02. Shri Raunak Agrawal, AROC-cum-AOL, Rajasthan, Jaipur
03. Shri Sanjay Seth, Director and authorized representative of the respondents.
ADJUDICATION ORDER
1. Appointment of Adjudicating Officer: –
WHEREAS the Ministry of Corporate Affairs vide its Gazette Notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 90 (10) and section 90(11) of the Companies Act, 2013.
2. Respondent Company:
WHERAS Paris Elysees India Private Limited (CIN U24246RJ1997PTC014432) is registered with this office under the provisions of Companies Act, 1956 and having its registered office at A-135 Hirawala RIICO Industrial Area, Kanota, Jaipur, Rajasthan- 303012.
3. Relevant provisions of the Companies Act, 2013: –
WHEREAS as per the provision of section 90 (1) of the Companies Act, 2013 “every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty five percent or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2, over the company (herein referred to as “significant beneficial owner”), shall make a declaration to the company, specifying the nature of his interest and other particulars, in such manner and within such period of acquisition of the beneficial interest or rights and any change thereof, as my be prescribed
Provided that the Central Government may prescribe a class or classes of persons who shall not be required to make declaration under this sub-section.”
WHEREAS as per Rule 3(1) of the Companies (Significant Beneficial Owner Rule, 2018) “on the date of commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, every individual who is a significant beneficial owner in a reporting company, shall file a declaration in Form No. BEN-1 to the reporting company, within ninety days from such commencement.”
WHEREAS as per provision of section 90(4A) of the Companies Act, 2013 “every company shall take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require him to comply with the provisions of this section.”
WHEREAS as per provision of section 90(5) of the Companies Act, 2013 “a company shall give notice, in the prescribed manner, to any person (whether or not a member of the company) whom the company knows or has reasonable cause to believe- (a). to be a significant beneficial owner of the company; (b). to be having knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge; or (c). to have been a significant beneficial owner of the company at any time during the tree years immediately preceding the date on which the notice is issued, and who is not registered as a significant owner with the company as required under this section.”
WHEREAS as per Rule 2A(2) of the Companies (Significant Beneficial Owners) Rules, 2018 “without prejudice to the generally of the steps stated in sub-rule (1), every reporting company shall in all cases where its members (other than an individual), holds not less than ten percent of its (a). shares; or (b). voting rights; or (c). right to receive or participate in the dividend or any other distribution payable in a financial year, give notice to such member, seeking information in accordance with sub-section (5) of section 90, in Form No. BEN-4″.”
WHEREAS as per Rule 6 of the Companies (Significant Beneficial Owners) Rules, 2018 “a company shall give a notice seeking information in accordance with under sub-section (5) of section 90, in Form No. BEN-4.”
WHERAS as per provision of section 90 (3.0) of the Companies Act, 2013 “if any person fails to make a declaration as required under sub-section (1), he shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of one thousand rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees.”
WHERAS as per provision of section 90 (11) of the Companies Act, 2013 “If a company, required to maintain register under sub-section (2) and file the information under subsection (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.”
4. Facts of the Case:
→ This office has received a letter No. CL-11-03/704/2019-CL-I1 (DGCoA) Part I dated 31.01.2024 from the 0/0 Director General (Corporate Affairs), New Delhi whereby 0/o DGCoA directed this office to take necessary action against non-filer companies under section 90 of the Companies Act, 2013 read with Companies (Significant Beneficial Owners) Rules, 2018 by calling information under section 206(1) of the Companies Act, 2013.
→ This office has issued a notice dated 13.02.2024 under section 206(1) of the Companies Act, 2013 to the company and its Directors and called information. In this regard, the company vide letter dated 28.02.2024 has furnished the requisite information in the matter. The same has been examined by this office and observed, as under: –
- The company has a shareholder, namely Perfumes Cosmetics FZC, which holds more than 10% of equity shares of the company.
- The company has filed e-Form BEN-2 with Registrar vide SRN F92758473 dated 27.02.2024 pursuant to section 90(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018.
- The Significant Beneficial Owners (SBOs) namely Shri Jean Jacques Vola, Shri Adrien Mathurin Franklin Vola, Ms. Marine Alexandra Vola and Ms. Maria Lucia Cardoso E Costa Vola have furnished their declarations dated 23.02.2024 to the company. However, the same was required to furnish to the company upto 30.09.2020 (maximum time extended by the Government of India vide General Circular No. 11/2020). Therefore, the SBOs have failed to comply with the provision of section 90(1) of the Companies Act, 2013 read with Rule 3(1) of the Companies (Significant Beneficial Owners) Rules, 2018.
- The company was also required to issue notices in Form BEN-4 in compliance of section 90(4A) and section 90(5) of the Companies Act, 2013 read with Rule 2A(2) and Rule 6 of the Companies (Significant Beneficial Owners) Rules, 2018 upto 30.09.2020 (maximum time extended by the Government of India vide General Circular No. 11/2020). However, the company has failed to comply with the above provisions and rules made thereunder.
→ This office vide letter No. ROC-JP/Sec 90/2023-24/557-561 dated 20.03.2024 has issued a Show Cause Notice to the company and its Directors & SBOs for violation of section 90(1) of the Companies Act, 2013 read with Rule 3(1) of (Significant Beneficial Owners) Rules, 2018 and violation of section 90(4A) & section 90(5) of the Companies Act, 2013 read with Rule 2A(2) & Rule 6 of the Companies (Significant Beneficial Owners) Rules, 2018.
→ In this regard, the company vide letter dated 06.04.2024 has furnished its reply stating that Shri Sanjay Seth, Director as resident of India and was responsible for day-to-day affairs of the company in India. Shri Seth, Director has further submitted that his wife was suffering with severe cancer since 2018 and passed away in the year 2020 and thereafter his elder son passed away in the year 2022 due to sudden heart attack. Therefore, the said period of above violations related to an extremely difficult and disturbing period.
The company has further submitted that notices in Form BEN-4 have been issued by the company after receiving notice from this office. However, no documentary evidence has been furnished by the company in the matter.
→ This office has issued an Adjudication Notice dated 12.04.2024 to the company and its directors-cum-SBOs and fixed a date of hearing in the matter on 25.04.2024.
→ At the time of hearing on 25.04.2024, Shri Sanjay Seth, Director has appeared in the matter and admitted the default due to reason(s) mentioned in the reply of the Show Cause Notice and requested Competent Authority to take a lien view in the matter. He has further submitted that the company has already filed e-Form BEN-2 with the Registrar vide SRN F92758473 dated 27.02.2024.
5. In view of the above facts, the undersigned has reasonable cause to believe that the provision of section 90 (1) of the Companies Act, 2013 read with Rule 3(1) of the Companies (Significant Beneficial Owners) Rules, 2018 have not been complied with by the concern Significant Beneficial Owners (SBOs) and therefore liable for penal action under section 90(10) of the Companies Act, 2013.
The undersigned has further reasonable cause to believe that the provisions of section 90(4A) & section 90(5) of the Companies Act, 2013 read with Rule 2A(2) & Rule 6 of the Companies (Significant Beneficial Owners) Rules, 2018 have not been complied with by the company and its directors and therefore liable for penal action under section 90 (11) of the Companies Act, 2013. Accordingly, in exercise the power of 454 (3) of the Companies Act, 2013, 1 am inclined to impose a penalty, as under: –
Nature of default |
Relevant section of
|
Name of persons on whom penalty imposed |
No. of defaulting days |
Total default amount (In Rs.) |
Maximum Limit for Penalty (In Rs.) |
Final Penalty Imposed (In Rs.) |
Non- furnishing declaration in Form BEN-1 |
Section 90(1) of the Companies Act, 2013 read with Rule 3(1) of the Companies (Significant Beneficial Owners) Rules, 2018 |
Shri Jean Jacques Vola, Director & SBO |
1,239 |
50,000+1,000 *1,239= 12,89,000/- |
2,00,000/- |
2,00,000/- |
Shri Adrien Mathurin Franklin Vola, Director & SBO |
1,239 |
50,000+1,000 *1,239= 12,89,00* |
2,00,000/- |
2,00,000/- |
||
Ms. Marine Alexandra Vora, SBO |
1,239 |
50,000+1,000 *1,239= 12,89,00* |
2,00,000/- |
2,00,000 |
||
Ms. Maria Lucia Cardoso E Costa Vola, SBO |
1,239 |
50,000+1,000 *1,239= 12,89,00* |
2,00,000/- |
2,00,000/- |
||
Non- issuance of notices in Form BEN-4 |
Section 90(4A) & section 90(5) of the Companies Act, 2013 read with Rule 2A(2) and Rule 6 of the Companies (Significant Beneficial Owners) Rules, 2018 |
Paris Elysees India Private Limited |
1,303 |
1,00,000+500 *1,303= 7,51,50* |
5,00,000/- |
5,00,000 |
Shri Jean Jacques Vola, Director & SBO |
1,303 |
25,000+200* 1,303= 2,85,60* |
1,00000/- |
1,00,000/- |
||
Shri Adrien Mathurin Franklin Vola, Director & SBO |
1,303 |
25,000+200* 1,303= 2,85,60* |
1,00,000/- |
1,00,000/- |
||
Shri Sanjay Seth, Director |
1,303 |
25,000+200* 1,303= 2,85,60* |
1,00,000/- |
1,00,000 |
||
Shri Laurent Jean Paul Morcrette, Director |
1,303 |
25,000+200* 1,303= 2,85,600/- |
1,00,000/- |
1,00,000/- |
||
Grand Total |
17,00,000/- |
|||||
That the number of days calculated from 01.10.2020 to 22.02.2024 in case of non-furnishing of declarations by SBOs in Form BEN-1.That the number of days calculated from 01.10.2020 to date of hearing i.e. 25.04.2024 in case of non-issuance of notices by the company in Form BEN-4. |
||||||
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the respondents and penalty so imposed upon the Officers-in-default/SBO shall be paid from their personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) Amendment Rules, 2019 under intimation to this office.
6. Appeal against this order may be filed in writing with the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in e-Form ADJ (available on Ministry website mca.gov.in setting forth the grounds of appeal and shall be accompanied by a certified copy of this order (section 454(5) & 454(6) of the Companies Act, 2013 read with Companies (Adjudicating of Penalties) Rules, 2014).
7 Attention is also invited to section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees and officer in default shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or both.
8. In terms of the provisions of sub-Rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to the following: –
08. Paris Elysees India Private Limited at A-135 Hirawala RIICO Industrial Area, Kanota, Jaipur, Rajasthan- 303012.
09.Shri Adrien Mathurin Franklin Vola, Director & SBO at ___________
010. Shri Jean Jacques Vola, Director & SBO at ___________.
011. Marine Alexandra Vola, SBO at ___________.
012 Maria Lucia Cardoso E Costa Vola, SBO at ___________.
013 Shri Sanjay Seth, Director at ___________.
014.Shri Laurent Jean Paul Morcrette, Director at ___________
15. Regional Director, NWR, Ministry of Corporate Affairs, Ahmedabad at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat-380 013.
The adjudication notice stands disposed off with this order.
(RUVIT KUMAR)
ROC-cum-OL & Adjudicating officer,
Rajasthan, Jaipur
File No. ROC-JP/SCN/Sec 90/2023-24/1266
Dated: 01/07/2024
