The Registrar of Companies (ROC), Bangalore, has issued an order imposing penalties on VERMES MICRODISPENSING INDIA PRIVATE LIMITED for a violation of Section 90(11) of the Companies Act, 2013. The company itself filed a voluntary application on December 30, 2024, to report its non-compliance with Section 90(4) of the Act, which requires companies to file details of a significant beneficial owner (SBO) with the ROC. The company received the necessary SBO declaration in Form BEN-1 on October 5, 2023, but failed to file the required e-form BEN-2 within the stipulated 30-day period.
The company finally filed the BEN-2 form on October 28, 2024, resulting in a delay of 359 days. The order notes that a show cause notice was issued and an e-hearing was held on July 2, 2025, where the company’s authorized representative presented their case. The ROC’s order specifies that the company does not meet the criteria of a “small company” and is therefore not eligible for a reduced penalty. The penalties were determined based on the provisions of the Act for a company and its officers in default.
As a result of the violation, the company and its designated officers were penalized. VERMES MICRODISPENSING INDIA PRIVATE LIMITED received a penalty of Rs. 27,900. Additionally, the ROC imposed a penalty of Rs. 96,600 on Goutham Satish, the director designated as the officer in default. The other director, Stefan Michael Hirte, was not penalized. The order directs that all penalties must be paid within 90 days through the Ministry of Corporate Affairs’ e-Adjudication portal, and the fine for the director must be paid from his personal funds.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC : ROC Bangalore
Address : Registrar Of Companies ‘E’ Wing 2nd Floor Kendriya Sadana Kormangala Bangalore – 560034, India, Karnataka
Phone : 080-25633105,080-25537449, E-Mail : roc.bangalore@mca.gov.in
Order ID: PO/ADJ/07-2025/BL/00474 Dated: 16/07/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 90 (11) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 201 for adjudging penalties under the provisions of this Act..
B. Company details:
In the matter relating to VERMES MICRODISPENSING INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U28299KA2023FTC175723, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at No. 1914, 40th Cross, Royal County, Jambusavari Dinne Main Road No. 1914, 40th Cross, Royal County, Jambusavari Dinne Main Road J P Nagar Bangalore South Bangalore Karnataka India 560078
Individual details:
In the matter relating to . STEFAN MICHAEL HIRTE [herein after known as individual] having DIN 10230949 and having its address at Rudolf Diesel Ring 283607 Rudolf Diesel Ring 283607 Landkreis Meisbach GERMANY GERMANY Germany 83607
In the matter relating to GOUTHAM SATISH [herein after known as individual] having DIN 10230950 and having its address at No 199, KOUNDINYA KUTTERA,12TH A CROSS, PAVAMANA NAGAR, Bannerghatta S.O No 199, KOUNDINYA KUTTERA,12TH A CROSS, PAVAMANA NAGAR, Bannerghatta S.O Bangalore South Bangalore Karnataka India 560083
C. Provisions of the Act:
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.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed a suo-motu adjudication application on 30.12.2024 for violation of section 90(4) of the Act wherein it was submitted that the company has received on 05.10.2023 SBO declaration in Form BEN 1 dated 26.09.2023 from Mr. Wanzhen Zhang as significate beneficial owner. The company filed the return in e-form No. BEN 2 with Registrar of Companies, Karnataka vide SRN AB1674690 on 28.10.2024. The Eform BEN-2 ought to have been filed by 04.11.2023 i.e. within 30 days from the aforesaid date as per Rule (4) of the Companies (Significant Beneficial Owners) Rules, 2018. However, the company filed on 28.10.2024, with a delay of 359 days from 04.11.2023 to 27.10.2024.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu adjudication application on 30.12.2024 for violation of section 90(4) of the Act wherein it was submitted that the company has received an SBO declaration in Form BEN – 1 dated 26.09.2023 from Mr. Wanzhen Zhang as significate beneficial owner of the company on 05.10.2023. The company has thereafter filed the return in e-form BEN-2 with Registrar of Companies, Karnataka vide SRN AB1674690 on 28.10.2024. The Eform BEN-2 ought to have been filed by 04.11.2023 i.e. within 30 days from the aforesaid date as per Rule (4) of the Companies (Significant Beneficial Owners) Rules, 2018. However, the company has filed the same on 28.10.2024 with a delay of 359 days i.e. from 04.11.2023 to 27.10.2024. Thus, the company and officers in default have violated the provisions of section 90(4) of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the company and its officers in default through e-Adjudication module, and through speed post on 20.02.2025. The company and officers in default have submitted their reply dated 13.03.2025 on e-Adjudication portal. Subsequently, e-hearing notice dated 30.06.2025 was issued to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 02.07.2025 which was attended by Mr. Ishmavel Jacob, practising company secretory and authorized representative of company and officers in default who made the submissions as per the adjudication application filed. The clarification regarding officer in default of the company as mentioned in para 1.2 of the adjudication application filed by the company was reiterated stating that the company, incorporated on 07.07.2023, has designated Mr. Goutham Satish as the officer in default vide board resolution dated 02.08.2023 in terms of provisions of section 2(60) of the Act, and filed GNL-3 regarding the same.
Thus, the company has violated the provisions of section 90(4) of the Act, rendering the company and officer of the company in default liable for action under section 90(11) of the Act.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | VERMES MICRODISPENSI NG INDIA PRIVATE LIMITED having CIN as U28299KA2023F TC175723 | 279000 | 0 | 500000 | |
| 2 | . STEFAN MICHAEL HIRTE having DIN as 10230949 | 0 | 0 | 100000 | |
| 3 | GOUTHAM SATISH having DIN as 10230950 | 96600 | 0 | 100000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Hyderabad within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Sanjay Sood,
Registrar of Companies
ROC Bangalore
