The Registrar of Companies, Karnataka, has issued an order imposing a penalty on G2.Com India Private Limited and its directors for violating Section 89 of the Companies Act, 2013. The company failed to file Form MGT-6 within the prescribed 30-day period after receiving a declaration that a registered shareholder, Mr. Ayan Barua, held a beneficial interest for another entity, Siftery Inc. The failure to file the form resulted in a delay of 2,903 days, from April 8, 2016, to March 19, 2024. As a result, a penalty of Rs. 5,00,000 was imposed on the company, and individual penalties of up to Rs. 2,00,000 were imposed on six of its directors, totaling Rs. 14,00,000. Since G2.Com India Private Limited is a subsidiary, it does not qualify as a small company, and thus, a lesser penalty could not be applied. The company and its directors have been directed to pay the penalty within 90 days and file Form INC-28. Failure to comply will lead to further penal action.
MINISTRY OF CORPORATE AFFAIRS
Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’-Wing
Koramangala, Bengaluru – 560 034
Phone 080-25537449/25633105
E-mail ID : roc.bangalore@mca.gov.in
F No. ROC(B)/Adj.Ord.454-89/ G2.Com/Co.No.085934/2024 1000 & 1006 Date: 24.05.2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES, 2014 FOR VIOLATION OF PROVISIONS OF SECTION 89 OF THE COMPANIES ACT, 2013 READ WITH RULES (AS AMENDED FROM TIME TO TIME) FRAMED THEREIN BY G2.COM INDIA PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter referred to as Act) read with COMPANIES (ADJUDICATION OF PENALITES) RULES, 2014 for adjudging penalties under the provisions of Companies Act, 2013.
2. The company, G2.Com India Private Limited (hereinafter referred to as Company), having CIN U72200KA2016FTC085934 was incorporated on 09.02.2016 under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is presently situated at Eeshan Located No. 06, 14th Main Road, Opp Agara Lake, HSR Layout, 5th Sector, Bangalore, Karnataka — 560034.
3. The company has filed this adjudication application on 15.11.2023 for violation of the provisions of section 89 of the Act, the company has states that the company inadvertently failed to file Form MGT-6 within prescribed time limit which resulted in contravention of the provisions of section 89(6) of the Act. On examining the application, it was observed that Mr. Ayan Barua who became a shareholder of the company and holds one share of Rs. 10 as the registered shareholder, wherein the beneficial interest in the said share is held by Siftery Inc. (Formerly known as Com Inc.). Mr. Ayan Barua submitted the declaration to that effect in From No. MGT-4 to the company on 08.03.2016. Further the company viz., Siftery Inc. (Formerly known as G2.com Inc.) also submitted the declaration in Form No. MGT-5 to the company on 08.03.2016. The company has failed to file MGT-6 within prescribed time limit as required under the provisions of section 89(6) of the Act. However, the company has filed the Form No. MGT-6 via SRN F93604106 dated 20.03.2024. Hence the company and its directors have violated relevant provisions of the Act from 08.04.2016 to 19.03.2024 i.e. 2903 days.
4. As per the provisions of section 89(1) of Act, where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed to the company specifying the name and other particulars of the person who holds the beneficial interest in such shares.
5. As per the provisions of section 89(2) of the Act, every person who holds or acquires a beneficial interest in share of a company shall make a declaration to the company specifying the nature of his interest, particulars of the person in whose name the shares stand registered in the books of the company and such other particulars as may be prescribed.
6. As per the provisions of section 89(6) of the Act, 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.
7. As per Rule 9(3) of the Companies (Management and Administration) Rules, 2014, where any declaration under section 89 is received by the company, the company shall make a note of such declaration in the register of members and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form No. MGT.6 with the Registrar in respect of such declaration with fee.
8. As per the provisions of section 89(7) 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.
9. Pursuant to the adjudication application filed by the company, hearing notices were issued to the company and its directors on 25.01.2024 and hearing was held on 06.02.2024. Shri Biswajit Ghosh, PCS appeared on behalf of the company and its directors and submitted the facts of the case as stated in the adjudication application before the adjudicating authority.
Further, the authorised representative, submitted the further information as sought on 06.02.2024. It is seen from the corrigendum that the company has filed MGT — 6 on 20.03.2024 vide SRN F93604106. Further it is also seen that MGT — 4 was filed on 08.03.2016 and MGT-5 was filed on 08.03.2016.
10. As the company is a subsidiary company, it does not fall under the definition of a small company as per the provisions of section 2(85) of the Act. Therefore, the provisions of imposing lesser penalty as per the section 446B of the Act shall not be applicable in this case.
11. Therefore, having considered the facts and circumstances of the case and the submissions made by the company / director / key managerial personnel through their authorised representative, in view of the above said violation of non-compliance of provisions of section 89(6) of the Act, I do hereby impose penalty in the following manner on the company and all the officers in default during the period of offence committed:
| S. No. | Particulars | Period of default |
Calculation of penalty | Maximum penalty (Rs.) |
Total penalty imposed (Rs) |
| 1 | Company | 2903 days (08.04.2016 to 19.03.2024) | 29,03,000 (1000 X 2903 days) | 5,00,000 | 5,00,000 |
| 2 | Ayan Barua, Director | 2185 days (08.04.2016 to 01.04.2022) | 21,85,000 (1000 X 2185 days) | 2,00,000 | 2,00,000 |
| 3 | Vamsi Krishna Mokshagundam, Director | 2185 days (08.04.2016 to 01.04.2022) | 21,85,000 (1000 X 2185 days) | 2,00,000 | 2,00,000 |
| 4 | Praveen Nune, Director | 962 days (19.11.2019 to 07.07.2022) | 9,62,000 (1000 X 962 days) |
2,00,000 | 2,00,000 |
| 5 | Balachandar Ganesh, Director | 2282 days (08.04.2016 to 07.07.2022) | 22,82,000 (1000 X 2282 days) | 2,00,000 | 2,00,000 |
| 6 | Timothy William Handorf, Director | 1583 days (19.11.2019 to 19.03.2024) | 15,83,000 (1000 X 1583 days) | 2,00,000 | 2,00,000 |
| 7 | Balagangadhara n Karthik, Director | 622 days (07.07.2022 to 19.03.2024) | 6,22,000 (1000 X 622 days) |
2,00,000 | 2,00,000 |
12. The company and its directors / key managerial personnel are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans. In case of directors, such penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website www.mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
13. Appeal, if any, against this Order may be filed with the Regional Director (South East Region), Hyderabad within a period of 60 days from the date of receipt of this Order in Form ADJ setting forth the grounds of appeal and shall be accompanies by a certified copy of this Order.
14. Your attention is also invited to section 454(8) of the Companies Act, 2013 in case of non-compliance of this Order wherein necessary penal action will be initiated under 454(8)(i) and (ii) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
15. The company is required to serve a copy of this Order on the director(s)/ officer(s)-in-default mentioned above in terms of provisions of section 20 of the Companies At, 2013.
(Sanjay Sood)
Registrar of Companies, Karnataka
and Adjudicating Officer
