Registrar of Companies (ROC) Kerala issued an adjudication order under Section 454 of the Companies Act, 2013, against Chemmannur Gold Palace International Limited for violating Section 90(4) of the Act. The company failed to file Form BEN-2 within the mandated time, identifying significant beneficial owners. Notices were sent by the ROC, but the company responded belatedly, filing the required form only after receiving warnings. The delay in compliance led to the imposition of penalties totaling ₹1,35,500 on the company and additional fines on its directors and key managerial personnel, each amounting to ₹39,200. The penalties were calculated based on the number of days of default. The company and its officers are required to pay the penalties within 90 days of the order. If aggrieved, they may appeal to the Regional Director within 60 days. Failure to comply with the order could result in further legal consequences under Section 454(8) of the Act. The order emphasizes the importance of timely compliance with statutory obligations.
Ministry of Corporate Affairs
Registrar of Companies, Kerala & Lakshadweep
First Floor, Corporate Bhawan, B.M.C. Road, —
Thrikkakara, Kochi — 682 021, Kerala.
[email protected]
Phone No:- 0484-2421626
Order No. ROC-K/ADJ-90(4)/Chemmannur/2097/p Dated : 02.08.2024
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES KERALA AND LAKSHADWEEP
Adjudication order passed under Section 454 of the Companies Act 2013 for the violation of Section 90(4) of the said Act in the matter of CHEMMANUR GOLD PALACE INTERNATIONAL LIMITED.
1. Appointment of Adjudicating Officer
Vide Notification bearing No. S.0/831. (E) dated 24th March 2015 the Govt. of India Ministry of Corporate Affairs has appointed the Registrar of Companies Ernakulam as Adjudicating Officer under the Companies Act, 2013 (hereafter referred as the Act) read with the Companies (Adjudication of Penalties) Rules, 2014 with respect to all companies having its registered office within the State of Kerala and Union territory of Lakshadweep Islands. I am vested with jurisdiction and empowered to adjudicate the matter in hand within the prescribed legal frame.
2. Company
Whereas Company CHEMMANUR GOLD PALACE INTERNATIONAL LIMITED, bearing CIN- U36911KL2007PLCO20604 (herein after known as Company) is a registered company with this office under the provisions of the companies Act, 2013 herein after referred to as the Act having its registered office situated at 17/504, F4, SHARARA PLAZA, MAVOOR ROAD, CALICUT, Kerala, 673004, India as per the MCA website.
3. Facts of the case:
On perusal of the records of the company available with this office, it is noticed that the company has not filed BEN-2 within the time as mandated by the section 90 of Companies Act, 2013. Notice was sent from this office dated 23.02.2024 and further notice under section 206(3) of the companies Act, 2013 dated 18.03.2024. Based on the reply of the company and as per MCA records it is seen that 1. Sri. Raveendran Srinaath, 2. Sri. Chemmattu VeettuParambil Nijul, 3. Sri. Puthukulangara Chandran Pramod, 4. Sri. Vadakedathpoyil Rajeesh Kumar, 5. Sri. Devadasan, 6. Sri. Lijo Moothedan, 7. Sri. Chemmanur Devassykutty Boby are holding Significant Beneficial Ownership in the subject company. Date of Declaration under sub section (1) of section 90 is16.12.2023 and Date of receipt of the declaration by the company is 16.12.2023. The company has filed e-form BEN-2 for the said person on 27.03.2024 belatedly after the issuance of notices under Section 206(1) and 206(3) of the Companies Act, 2013 by this office. The company has failed to take necessary steps to identify significant beneficial ownership and file return of significant beneficial ownership of the company within the prescribed time. Hence, there is violation of provisions of Section 90 of the Companies Act, 2013 for the period 16.01.2024 to 27.03.2024. In view of the above, an adjudication notice was sent to the company and its officers vide letter dated 26.06.2024 giving 15 days’ time to respond.
Thus, it is evident that company has violated the provisions of Section 90(4) of the Companies Act, 2013.
4. Relevant provisions of the Act which are applicable in the present case:
Section 90 (4) of the Act stipulates that every company shall file a return of Significant Beneficial Owners of the company and changes therein with the Register containing names, addresses and other details in Form No. BEN-2 within 30 days from the date of receipt of declaration from Significant Beneficial Owner, as prescribed in Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018.
Section 90 (11) of the Act stipulates that 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.
In this regard, it is concluded that the Company has not properly complied with Section 90(4) and the company and every officer of the company who is in default are liable for penal action under section 90(11) of the Act.
5. ADJUDICATION OF PENALTY
Having considered the facts and circumstances of the case, I hereby Impose the penalties on the company and directors as under for violation of section 90(4) of the Act.
| Name of person on whom penalty imposed |
No. of days of default * |
Per day Penalty for default |
Total Penalty | Final Penalty Imposed (Rs 1,00,000 being the maximum as per section 90(11) of the Act) |
| On the company | 71 | Rs.500 | Rs.100000 + 71*500 | Rs.1,35,500/- |
| Lijo Moothedan (Director) | 71 | Rs.200 | Rs.25000 + 71*200 | Rs.39,200/- |
| Devadasan (Director) | 71 | Rs.200 | Rs.25000 + 71*200 | Rs.39,200/- |
| Swaraj (CFO KMP) | 71 | Rs.200 | Rs.25000 + 71*200 | Fts.39,200/- |
| Chelleri Suveena (Whole time Director) | 71 | Rs.200 | Rs.25000 + 71*200 | Rs.39,200/- |
| Pahala Vazhackal (Director) | 71 | Rs.200 | Rs.25000 + 71*200 | Rs.39,200/- |
| Seji Jose Akkara (Director | 71 | Rs.200 | Rs.25000 + 71*200 | Rs.39,200/- |
| Vatanapally Haridas Rupesh (Company Secretary) | 71 | Rs.200 | Rs.25000 + 71*200 | Rs.39,200/- |
[*No of days have been calculated from 16.01.2024 to 27.03.2024]
4. The noticee shall pay the amount of penalty individually for the company and its director (out of own pocket) by way of e-payment (available on Ministry website www.mca.gov.in) under “Pay miscellaneous fees” category in MCA fee and payment Services within 90 (ninety) days of this order. The Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office.
5. Appeal against this order, if aggrieved and if so advised, may be filed in writing with the Regional Director (SR), Ministry of Corporate Affairs, Chennai 600 006, within a period of 60 (sixty) days from the date of receipt of this order, in Form ADJ (available on Ministry website www.mca.gov.in) setting forth the grounds of appeal and shall be accompanied by a certified copy of this order {Section 454(5) & (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014}.
6. Your attention is also invited to section 454(8) of the Act in the event of non-compliance with this order.
(V.M. PRA NTH)
(Adjudicating Officer)
Registrar of Companies
Kerala & Lakshadweep
