The Ministry of Corporate Affairs, through the Office of Registrar of Companies, Tamil Nadu, Chennai, has issued an adjudication order under Section 89 of the Companies Act, 2013, against M/s Hermes I Tickets Private Limited for non-compliance with the declaration requirements concerning beneficial interest in shares.
Background: The adjudication order sheds light on the company’s failure to adhere to the provisions outlined in Section 89 of the Companies Act, 2013, which necessitates the declaration of beneficial interest in shares held by individuals or entities.
Key Findings: The order presents several significant findings:
- Appointment of Adjudicating Officer: The Registrar of Companies, Chennai, was appointed as the Adjudicating Officer to enforce penalties under the Companies Act, 2013.
- Company Details: M/s Hermes I Tickets Private Limited, a registered company, was found to be non-compliant with the declaration requirements regarding beneficial interest in shares.
- Violation of Section 89: The company, along with its officers, failed to fulfill the obligations stipulated under Section 89 of the Companies Act, 2013, pertaining to the declaration of beneficial interest in shares.
- Adjudication Process: Despite receiving multiple notices and opportunities to respond, neither the company nor its directors provided a satisfactory explanation for the violations.
- Penalty Imposition: In light of the non-compliance, a penalty totaling Rs. 11,00,000/- was imposed, with the company facing a penalty of Rs. 5,00,000/- and each officer in default facing penalties ranging from Rs. 2,00,000/-.
Conclusion: The adjudication order underscores the importance of adhering to statutory provisions outlined in the Companies Act, 2013. Failure to comply with regulatory requirements not only attracts financial penalties but also raises questions about the company’s governance practices.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/HERMES I/ADJ/S.89/2024 DATE: 27 MAR 2024
ADJUDICATION ORDER UNDER SECTION 89 OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S HERMES I TICKETS PRIVATE LIMITED
1. Appointment of Adjudicating Officer:-
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Hermes I Tickets Private Limited with CIN: U63040TN2006PTC082562 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at Sai Krupa Plot No. 30A (south phase) First floor SIDCO THIRU-VI-KA Industrial Estate Guindy, Chennai, Tamil Nadu 600032.
The financial & other details of the subject company as available on MCA-21 portal is stated as un-der:
| S. No. | Particulars | Details as per FY 2021-22 |
| 1. | Paid up Capital | Rs. 7,84,200/- |
| 2. | a. Revenue from Operation | Rs.34,67,80,951/- |
| b. Other Income | NIL | |
| c. Profit for the Period | —- | |
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | Yes |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company registered under any other special Act? | No |
3. Directors
| S. No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Manojkumar Sahu |
Director | 30.09.2016 | ….. |
| 2. | Vignesh Ravindran |
Director | 19.10.2020 | 07.11.2020 |
| Managing Director | 07.11.2020 | 23.02.2024 | ||
| 3. | Prabhakar Sujatha | Additional Director | 09.08.2021 | 23.02.2024 |
4. Section and Penal Provision as per Companies Act, 2013
Section 89 of the Companies Act, 2013- Declaration in Respect of Beneficial Interest in any Share:
(1) 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.
(2) 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.
(3) Where any change occurs in the beneficial interest in such shares, the person referred to in sub-section (1) and the beneficial owner specified in sub-section (2) shall, within a period of thirty days from the date of such change, make a declaration to the company in such form and containing such particulars as may be prescribed.
(7) 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.
5. Issue of Adjudication Notice:
Whereas an inquiry was conducted on the affairs of the Company under Section 206(4) of the Companies Act, 2013 by an Officer authorized by the Central Government wherein the observations of the In-quiry Officer are as follows:
As per Section 89 of the Companies Act, 2013 – “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”
As Wirecard Sales Private Limited holds 1 share of the company, it is evident that Wirecard Sales Private Limited does not hold the beneficial interest in such shares and Wirecard Sales International Private Lim-ited is the beneficial owner of the shares of the subject company acting through Wirecard Sales India Private Limited. The company has not made any declaration or filed MGT-6 mandated by Section 89 of the Companies Act, 2013. Hence, the company and every officer of the company who is in default are liable under section 89(7) of the Companies Act, 2013.
Accordingly, on submission of the Inquiry Report by the officer, Regional Director, Ministry of Corporate Affairs, Chennai has directed this office to initiate necessary action against the defaulters of the provi-sions of the Companies Act, 2013. After this office has issued Show Cause Notice for Adjudication under Section 89 of the Companies Act vide Notice No.ROC/CHN/082562/S.89/P.23/INQUIRY FOLLOW UP/2022 dated 15.09.2023.
6. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
7. Adjudication Hearing:
Since no reply has been received from the company and its directors for the Adjudication notice, this office had issued Adjudication Hearing Notice to the subject company and Officers in default by fixing the hearing date as 13.02.2024 at 11:30 AM. Pursuant to the hearing notice Mr. M.Senthil Kumar, Char-tered Accountant has appeared before the Adjudicating Authority on 13.02.2024 at 11:30 PM on be-half of the company and Vignesh Ravindran and Prabhakar Sujatha. Another director, Mr. Manoj Kumar Sahu was absent on the said date. Mr. M.Senthil Kumar, Chartered Accountant has submitted a reply letter of Mr. Vignesh Raveendran on the violations mentioned in the Notice of hearing. Further, this Ad-judicating Authority has issued final notice of hearing to Mr. Manoj Kumar Sahu, Director on 23.02.2024 by fixing the hearing on 29.02.2024 at 12:45PM. Shri.M Rathnakumar, PCS has appeared before the Adjudicating Authority on 29.02.2024 on behalf of Mr. Manoj Kumar Sahu and made sub-mission that the offense may be adjudicated.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that (i) the company and its officers in default are liable for penalty as prescribed under Section 89(7) of the Act. Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 7 of Section 89 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| Name of Company/ person on whom penalty imposed | Penalty for ‘default (Rs) | Maximum Limit for penalty (Rs) | Penalty Imposed (Rs) |
| M/s. Hermes I Tickets Private Limited | Rs.5,00,000/- | Rs.5,00,000/- | Rs.5,00,000/- |
| Manojkumar Sahu | Rs.2,00,000/- | Rs.2,00,000/- | Rs.2,00,000/- |
| Vignesh Ravindran | Rs.2,00,000/- | Rs.2,00,000/- | Rs.2,00,000/- |
| Prabhakar Sujatha | Rs.2,00,000/- | Rs.2,00,000/- | Rs.2,00,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.5,00,000/- (Rupees Five lakhs) is imposed on the Company and Rs.2,00,000/- (Rupees Two Lakhs) is imposed on each of the Officers in default. Totally Rs. 11,00,000/- (Rupees Eleven ‘Ochs) as penalty amount for violation of Section 89 of the Companies Act, 2013.
9. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of 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 or-der. [Section 454(5) & 454(6) of the Act read with Companies (Adjudication of Penalties) Rules, 2014].
11. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this or-der, “(8)(i) Where company fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, 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.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer 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 with both.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
