Registrar of Companies (ROC), Kerala & Lakshadweep, acting as an adjudicating officer under Section 454 of the Companies Act, 2013, imposed penalties on Madhyamam Technologies Limited for violating Section 90(4) of the Act. The company failed to file BEN-2 forms for the declaration of significant beneficial ownership (SBO) within the prescribed timeline, causing a default period from June 6, 2019, to March 28, 2024. Despite notices and hearings, the company admitted its operational inactivity and financial losses but failed to comply on time. The ROC imposed a penalty of ₹5,00,000 on the company and ₹1,00,000 on its Managing Director, Farook, under Section 90(11) of the Act. Both parties are directed to pay the penalty within 90 days and can appeal the order within 60 days to the Regional Director, Chennai. Non-compliance with this order may lead to further action under Section 454(8) of the Act.
Ministry of Corporate Affairs
Registrar of Companies, Kerala & Lakshadweep
First Floor, Corporate Bhawan, B.M.C. Road,
Thrikkakara, Kochi — 682 021, Kerala.
roe.ernakulammea.gov.in 0 0484-2421626
Order No. ROCK/Adj/S.90/Madhyamam Technologies /3365/2024 Dated: 24/12/2024
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 M/s. MADHYAMAM TECHNOLOGIES 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, Kerala 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 Company M/s. MADHYAMAM TECHNOLOGIES LIMITED, CIN: U72200KL2012PLC032484 (herein after referred as Company) is a registered company with this office on 23.10.2012 under the Companies Act, 2013 having its registered office situated at Door No 33/1570 Madhyamam Daily Building, Silver Hills, Calicut, Kerala, India, 673012, as per the MCA website. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| Sl. No. | Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Position | AR/BS filed upto 31.03.2024. |
| 3. | Paid up Capital | Rs. 6,93,07,800/- |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
KMP as per section 2(51) during the period of violation:
| S.No. | Name of Director | Designation | Date of Appointment |
Date of Cessation |
| 1 | Farook | Managing Director | 12.01.2016 | — |
3. Relevant Provisions of the Companies Act, 2013
Section 90 – Register of significant beneficial owners in a company
Section 90(4) – “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. “.
Section 90(11) – ” 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.]”.
The Companies (Significant Beneficial owners) Rules, 2018
Rule 3 — Declaration of significant beneficial ownership under section 90
(1) On the date of commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, every individual who is a significant beneficial owner in a reporting company, shall file a declaration in Form No. BEN-I to the reporting company within ninety days from such commencement.
Rule 4 – Return of Significant Beneficial Owners in shares:
Upon receipt of declaration under Rule 3, the reporting company shall file a return in Form No. BEN-2 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.
4 Facts of the case
It is noticed that the company has not filed BEN-2 within the time as mandated by the section 90 of the Act. Notices under section 206 issued to the company/directors on 23.02.2024 & 18.03.2024 and based on the reply of the company and as per MCA records it is seen that Ideal Publications Trust is holding Significant Beneficial Ownership in the subject company with effect from 05.12.2013 and the Beneficial owner vide declaration dated 05.05.2019 informed the same to company in BEN-1 e-form. The receipt of the aforesaid declaration by the company was on 06.05.2019. However, the company has filed e-form BEN-2 attaching BEN-1 for the said persons only on 28.03.2024 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 from 06.06.2019 to 28.03.2024.
Thus, an adjudication notice was sent to the company and its officers vide letter dated 16.08.2024 giving 15 days’ time to respond, and the company vide reply dated 04.09.2024 stated that their business operations have been inactive and requested to take a lenient view. Thereafter the Adjudicating Authority had issued notice of hearing dated 11.11.2024 by fixing the hearing on 26.11.2024 at 12.00 PM and Sri. Ragil Raj N.V, Company Secretary & authorised representative attended the hearing. The representative pointed out that the company has filed the BEN form with additional fee and requested for minimum penalty, since the company is currently working under loss for the last 5 years. The adjudicating officer informed them that the penalty will be imposed as per the relevant provisions of the Companies Act.
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.
The term Officer, who is in default, has been defined in section 2(60) of the Act accordingly the company and the Managing Director are liable for the default.
The company having paid up capital of Rs.6,93,07,800/- does not fall under the definition of small company as per provision of section 2(85) of the Companies Act, 2013 and hence imposing the provision lesser penalty as per Section 446(b) shall not be applicable in this case.
5. Decision
Having considered the facts and circumstances of the case and after taking into account the above factors, I hereby impose the maximum penalty of Rs.5,00,000/- (Rupees Five Lakh only) on the company and Rs.1,00,000/- (Rupees One Lakh only) on its officers in default as per Table below under section 90(11) of the Act 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 | Penalty Imposed as per section 90(11) of the Act |
| M/s. Madhyamam Technologies Limited (Company) | 1757 | Rs. 500/- | Rs. 100000/- + 500*1757= Rs. 9,78,500/- | Rs. 5,00,000/- being the maximum. |
| Farook (Managing Director) | 1757 | Rs. 200/- | Rs. 25,000/-+200*1757=Rs. 3,76,400/- | Rs. 1,00,000/- being the maximum. |
[*No of days have been calculated from 06.06.2019 to 28.03
6. The notice shall pay the amount of penalty individually for the company and its officers (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, by filing eform INC-28.
7. 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}.
8. Your attention is also invited to section 454(8) of the Act in the event of non-compliance with this order.
(ANU VIVEK)
(Adjudicating Officer)
Registrar of Companies
Kerala & Lakshadweep
