MCA imposes penalty on company for not filing return of Significant Beneficial Owners

Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’- Wing,
Koramangala, Bengaluru – 560 034
E-mail ID :roc.bangalore@mca.gov.in

F.No.ROCB/ADLORDER/SECTION 90(4)/CONTLO/Co.No.152010/2022(SRN 100078414) Date: 09.11.2022

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 90 OF THE COMPANIES ACT 2013 BY CONTLO TECHNOLOGIES PRIVATE LIMITED

1 Whereas the company, CONTLO TECHNOLOGIES PRIVATE LIMITED was incorporated on 20.09.2021 under the jurisdiction of Registrar of Companies, Bangalore. The Registered office of the company is presently situated at No.63/64, 1st Main 2^nd cross, Muneswara Layout, Munnekolal, Marathalli, Bangalore — 560037, Karnataka.

2 Whereas, sub-section (4) of Section 90 of the Companies Act, 2013, stipulates that 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 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 Companies (Significant Beneficial Owners) Rules, 2018.

3  Whereas, sub-section(11) of Section 90 of the Companies Act, 2013, stipulates that 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 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.

4 Whereas the company has filed adjudication application on 22.08.2022 for violation of Section 90(4) of the Companies Act, 2013 and hearing was held on 19.10.2022. Shri S Raghavan, PCS, the authorized representative of the company attended the hearing.

5  Whereas it is noticed from the application that the share capital of the company is held by three shareholders, of which majority of the shares is held by a body corporate. The company had identified that significant beneficial ownership is applicable to the company and the company had received declaration in Form BEN-1 on 20.01.2022 and was required to report the same to the Registrar in BEN-2 within 30 days of obtaining the declaration in BEN-1. However, the company missed out in filing e-form BEN-2 within the required time period, ie., on or before 19.02.2022 and filed the eform BEN-2 with Registrar vide SRN F18317404 dated 02.08.2022,with a delay of 163 days. Therefore  the company failed to comply with the provisions of sub-section (4) of Section 90 of Companies Act, 2013 and Rule 4 of Companies (Significant Beneficial Owners) Rules, 2018.

6 Whereas during the hearing, the authorized representative made his submissions and he was directed to give written submissions which was submitted on 20.10.2022.

7 Whereas it is seen from the form BEN-2 that 99.98% of the company’s shares were held by Contlo Inc, USA. Hence the company is not a small company as defined under Section 2(85) of the Companies Act, 2013.

8 Whereas it is seen that the company has made the necessary compliance though belatedly by filing eform BEN-2 with a delay of 163 days.

9 Accordingly, in view of the powers vested under Section 454(3) of the Companies Act, 2013, I hereby impose penalty on the company and its directors who are officers in default as under:-

I hereby direct that they shall pay the penalty amount from their own sources through MCA 21 portal within 60 days from the date of receipt of order and need to file INC-28 as per the provisions of the Act, attaching copy of adjudication order along with payment challans.

10 Whereas sub-section (5) of section 454 of the Companies Act, 2013 provides that any person aggrieved by an order made by the adjudicating officer under sub-section (3) may preferring appeal to the Regional Director having jurisdiction in the matter as per sub-section (6) of Section 454, every appeal under Sub-section (5) shall be filed within sixty days from the date on which the copy of the order made by the adjudicating officer received by the aggrieved person and shall in such form, manner and be accompanied by such fees as may be prescribed.

11 Please note that as per Section 454(8)(i), where a 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 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.

In case of default in payment of penalty, prosecution will be filed under section 454(8)(i) and (ii) of the Companies Act 2013 without further notice.

(SANJAY SOOD)
REGISTRAR OF COMPANIES
KARNATAKA