The Registrar of Companies for Kerala and Lakshadweep has issued an adjudication order under Section 454 of the Companies Act, 2013, against Mantle Solutions Private Limited for failing to comply with Section 90(4) of the Act. The company did not file the required BEN-2 form to report its Significant Beneficial Ownership (SBO) within the stipulated timeframe, despite receiving notices from the Registrar. Consequently, the company, along with its directors, faces penalties for this non-compliance. The company has been fined a maximum of Rs. 5,00,000, while individual directors face penalties of up to Rs. 1,00,000 each, depending on the duration of the default. The penalties are to be paid within 90 days, and an appeal can be filed with the Regional Director within 60 days if desired. Non-compliance with the payment or order may lead to further action.
Ministry of Corporate Affairs
Registrar of Companies, Kerala & Lakshadweep
First Floor, Corporate Bhawan, B.M.C. Road,
Thrikkakara, Kochi — 682 021, Kerala.
[email protected] 484-2421626
Order No. ROC-K/ ADJ-90(4)/Mantle Solutions/ 2097-I to 2097-o/2024 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
MANTLE SOLUTIONS PRIVATE 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 MANTLE SOLUTIONS PRIVATE LIMITED, bearing CIN-U72900KL2018PTC054323 (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 9th Floor, Lulu Cyber Tower – 2, Infopark Special Economic Zone, Kakkanad, Kochi, Ernakulam, Kerala, 682042, 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 the Act. Notice was sent from this office dated 23.02.2024 and further notice dated 18.03.2024 under section 206(3) of the companies Act. 2013 was also issued to the company. Based on the reply of the company and as per MCA records it is seen that Mr. Yusuffali Musaliam veettil Abdul Kader is holding Significant Beneficial Ownership in the subject company with effect from 04.01.2021 and Beneficial owner vide declaration dated 20.01.2021 informed the same to company in BENI e-form. The receipt of the aforesaid declaration by the company was on 20.01.2021 (on the date of filing itself). However, the company has filed e-form BEN-2 attaching BENI for the said person only on 19.04.2024 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 20.02.2021 to18.04.2024. In view of the above, an adjudication notice was sent to the company and its officers vide letter dated 19.06.2024 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 | 1153 | Rs.500 | Rs.100000 + 1153*500 subject to maximum | Rs. 5,00,000/- |
| Janardhana Pai Achutha Pai (Director & Ex-Additional Director) | 1153 | Rs.200 | Rs.25000 + 1153*200 subject to maximum | Rs. 1,00,000/- |
| Piyush Kumar ChowhanNair (Ex-Director & Ex-Additional Director) | 1153 | Rs.200 | Rs.25000 + 1153*200 subject to maximum |
Rs. 1,00,000/- |
| Shahirkhan Karimbinkattil Ibrahim (Director) | 1153 | Rs.200 | Rs.25000 + 1153*200 subject to maximum |
Rs. 1,00,000/- |
| Mohamed Anish Poovamparambil (Director & Ex- Additional Director) | 1153 | Rs.200 | Rs.25000 + 1153*200 subject to maximum | Rs. 1,00,000/- |
| Meeran Abdul Rehman (Addl Director) | 1153 | Rs.200 | Rs.25000 + 1153*200 subject to maximum | Rs. 1,00,000/- |
[*No of days have been calculated from 20.02.2021 to18.04.2024]
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 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 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. PRASANTH)
(Adjudicating Officer)
Registrar of Companies
Kerala & Lakshadweep
