The Registrar of Companies cum Official Liquidator, Jaipur, acting as the Adjudicating Officer, issued a penalty order under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014 and its amendments. The order pertains to Bhadla Three SKP Green Ventures Private Limited for failing to file a return of significant beneficial owners within the stipulated time, as required by Section 90(4) of the Companies Act, 2013 and Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018. Despite a declaration from the significant beneficial owner, Shri Kamal Poddar, on 24.06.2022, the company delayed filing Form BEN-2 until 26.02.2024, incurring a penalty. The total penalty imposed on the company and its officers, Shri Nitesh Agarwal and Shri Sanjeev Kumar Choudhary, amounts to ₹5,91,000. The company failed to respond to a show cause notice and did not appear for the adjudication hearing. The order details the penalties, the appeal process, and the consequences of non-payment, which include potential fines and imprisonment. Copies of the order have been sent to the relevant parties and the Regional Director, NWR, Ministry of Corporate Affairs.
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
File No. ROCJP/SCN/Sec 90/2024-25/1356 Date: 31/07/2024
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 (4) OF COMPANIES ACT, 2013 READ WITH RULE 4 OF COMPANIES (SIGNIFICANT BENEFICIAL OWNER) RULES, 2018 IN THE MATTER OF: –
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, 20144. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 90 (11) of the Companies Act, 2013.
2. Respondent Company:
WHERAS Bhadla Three Skp Green Ventures Private Limited (CIN U40106RJ2022PTC082199) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at B2/18, 1st Floor, Gandhi Path, Chitrakoot Scheme, Vaishali Nagar, Jaipur, Rajasthan- 302021.
3. Relevant provisions of the Companies Act, 2013: –
WHEREAS as per the provision of 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 containing names, addresses and other details as may be prescribed within such time, in such form and manner as may be prescribed.”
WHEREAS as per provision of Rule 4 of the Companies (Significant Beneficial Owner) Rules, 2018 “Upon receipt of declaration under rule 3, the reporting company shall file a return in Form No. BEN-20 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.”
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 sub-section (4) or required to take necessary steps under subsection (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:
> That it has been observed that the Significant Beneficial Owner in the Respondent Company namely Shri Kamal Poddar has furnished its declaration dated 24.06.2022 to the Respondent Company in Form BEN-1 pursuant to section 90(1) of the Companies Act, 2013 and Rules made thereunder.
Further, the above declaration was required to be filed with Registrar on or before 23.07.2022 by the Respondent Company pursuant to section 90(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owner) Rules, 2018. However, the Respondent Company has filed the same with Registrar on 26.02.2024 vide SRN F92717362 with a delay.
In view of the above, this office is in view that the Respondent Company and its officer’s in default have violated the provision of section 90(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owner) Rules, 2018.
> Therefore, this office has issued a Show Cause Notice dated 21.05.2024 to the Respondent Company and its officer’s in default and directed them to furnish their replies in the matter within 15 days from the date of notice. However, no reply in the matter has been received so far from them.
> Accordingly, this office has issued an Adjudication Notice dated 26.06.2024 to the Respondent Company and its officer’s in default and fixed a date of hearing in the matter on 15.07.2024.
However, none appeared on behalf of the Respondent Company and its officer’s in default nor this office has received any communication from them.
> In view of the above facts, the undersigned has reasonable cause to believe that the provision of section 90(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018 have not been complied with by Respondents 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, I am inclined to impose a penalty on the respondents, as under: –
| Nature of default | Relevant section of the Companies Act, 2013 and Rules made thereunder | Name of company/ 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.) |
| Delay filing of e-Form BEN-2 with Registrar | Section 90(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018. | Bhadla Three Skp Green Ventures Private Limited | 582 | 1,00,000/- +500/-*582= 3,91,000/- | 5,00,000/- | 3,91,000 |
| Shri Nitesh Agarwal | 582 | 25,000/- +200/-*582= | 1,00,000/- | 1,00,000 | ||
| Shri Sanjeev Kumar Choudhary | 582 | 1,41,400/- 25,000/- +200/-*582= 1,41,400/- | 1,00,000/- | 1,00,000 | ||
| Grand Total | 5,91,000 | |||||
| That the number of days calculated from 24.07.2022 to 25.02,2024. | ||||||
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 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.
5. 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).
6. 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.
7. 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: –
I. Bhadla Three Skp Green Ventures Private Limited at B2/18, 1st Floor, Gandhi Path, Chitrakoot Scheme, Vaishali Nagar, Jaipur, Rajasthan- 302021.
II. Shri Nitesh Agarwal at 501, 5th Floor, Tandon Chs, Dr Charat Singh Colony Chakala, Andheri East, Mumbai, Maharashtra- 400093.
III. Shri Sanjeev Kumar Choudhary at D-94, Ambabari, Sikar Road, Near Meghdhan Shoping Center, Jhotwara, Jaipur, Rajasthan- 302012.
IV. 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
Signed on this 29th July 2024.
Place: Jaipur, Rajasthan.
File No. ROCJP/SCN/Sec 90/2024-25/1356
Date: 31/07/2024
