The Ministry of Corporate Affairs, Office of Registrar of Companies, Jaipur, issued a penalty order under Section 454 of the Companies Act, 2013, for violations of Section 90 (1) related to the declaration of Significant Beneficial Owners (SBOs). The order affects Ratnalaya Hotels and Developers Private Limited and its SBO, Shri Vinay Kumar Kothari. The company failed to file the mandatory Form BEN-2 and did not meet the declaration requirements for SBOs as per the Companies (Significant Beneficial Owners) Rules, 2018. The Registrar of Companies, exercising adjudicatory powers, imposed a penalty of ₹100,000 on Kothari for non-compliance over 738 days, well above the minimum threshold of ₹50,000 but within the maximum limit of ₹200,000. The penalty must be paid via the Ministry’s portal, with options for appeal within sixty days. Failure to comply with the payment could result in further fines or imprisonment for company officers. The order details are dispatched to the concerned parties and the Regional Director for record and further actions.
*****
GOVERNMEN OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES CUM OFFICIAL LIQUDIAOTR,
ATTACHED TO RAJASTHAN HIGH COURT, JAIPUR BENCH AT JAIPUR
CORPORATE BHAWAN, G/6-7, RESIDENCY AREA, CIVIL LINES, JAIPUR- 302001
SPEED POST
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICTION OF PENALTIES) RULES, 2014 AND COMPANIES (ADJUDICATON OF PENALTIES AMENDEMENT RULES, 2015 FOR THE VIOLATION OF SECTION 90 (1) OF THE COMPANIES ACT, 2013 READ WITH RULE 3(2) OF COMPANIES (SIGNIFICANT BENEFICIAL OWNER) RULES, 2018 IN THE MATTER OF: –
01.Ratnalay Hotels and Developers Private Limited, Company
D-44, Subhash Marg, C-Scheme, Jaipur, Rajasthan- 302001.
02.Shri Vinay Kumar Kothari, SBO
………Respondents
ADJUDICATION ORDER
1. Appointment of Adjudicating Officer: –
WHEREAS the Ministry of Corporate Affairs vide its Gazette Notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act 2013
read with Companies (Adjudication of Penalties) Rules, 2014. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 90 (10) of the Companies Act, 2013.
2. Respondent Company:
WHERAS Ratnalaya Hotels and Developers Private Limited (CI N U55101RJ1998PTC014617) is registered with this office under the provisions of Companies Act, 1956 and having its registered office at D-44, Subhash Marg, C-Scheme, Jaipur, Rajasthan- 302001.
3. Relevant provisions of the Companies Act, 2013: –
WHEREAS as per the section 90(1) of the Companies Act, 2013 “every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty five percent or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2, over the company (herein referred to as “significant beneficial owner”), shall make a declaration to the company, specifying the nature of his interest and other particulars, in such manner and within such period of acquisition of the beneficial interest or rights and any change thereof, as my be prescribed.”
WHEREAS as per section 90(5) of the Companies Act, 2013 “a company shall give notice, in the prescribed manner, to any person (whether or not a member of the company) whom the company knows or has reasonable cause to believe- (a). to be a significant beneficial owner of the company; (b). to be having knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge; or (c). to have been a significant beneficial owner of the company at any time during the tree years immediately preceding the date on which the notice is issued, and who is not registered as a significant owner with the company as required under this section.”
WHEREAS as per section 90(6) of the Companies Act, 2013 “the information required by the notice under sub-section (5) shall be given by the concerned person within a period not exceeding thirty days of the date of the notice.”
WHEREAS as per provision of Rule 3(2) of the Companies (Significant Beneficial Owner Rule, 2018) “every individual, who subsequently becomes a significant beneficial owner, or where his significant beneficial ownership undergoes any change shall file a declaration in Form No. BEN-1 to the reporting company, within thirty days to acquiring such significant beneficial ownership or any change therein.”
WHERAS as per provision of section 90 (10) of the Companies Act, 2013 “if any person fails to make a declaration as required under sub-section (1), he shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of one thousand rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees.”
4. Facts of the Case:
> That the company, namely VKK Resources Pvt Ltd is a shareholder of the Respondent Company which holds more than 10% of total equity shares of the Respondent Company. However, the Respondent Company has failed to file the e-Form BEN-2 with Registrar pursuant to section 90(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018.
> In view of the above, this office vide letter No. ROC-JPR/SCN/Sec 90/517-521 dated 28.02.2024 has issued Show Cause Notice to the Respondent Company and its Directors. In this regard, the Respondent Company and concern SBO vide letter dated 08.05.2024 has furnished its reply stating the following facts: ‑
I. Shri Vinay Kumar Kothari (with reference to VKK Resources Pvt Ltd) has became a SBO of the Respondent Company w.e.f. 17.02.2022.
II. VKK Resources Pvt Ltd was converted into an LLP namely VKK Resources LLP on 25.01.2024.
III. The Respondent Company vide notice (in Form BEN-4/LLP BEN-4) dated 01.04.2022, 30.01.2024 and 23.03.2024 requested Shri Vinay Kumar Kothari to furnish its declaration to the Reporting Company.
IV. After several reminders, Shri Vinay Kumar Kothari furnished its declaration in Form BEN-1 to the Reporting Company on 23.03.2024.
V. The Respondent Company has filed e-Form BEN-2 vide SRN F93754885 dated 23.03.2024 with Registrar within the prescribed time limit.
VI. The Respondent Company and concern SBO have admitted the default for non-compliance of section 90(1) of the Companies Act, 2013 and requested Competent Authority to impose the penalty on SBO & adjudicate the matter accordingly.
> In view of the above facts and on the request of the Respondent Company and concern SBO, the undersigned has reasonable cause to believe that the provision of section 90 (1) of the Companies Act, 2013 read with Rule 3(2) of the Companies (Significant Beneficial Owners) Rules, 2018 have not been complied with by respondent namely Shri Vinay Kumar Kothari and therefore liable for penal action under section 90 (10) of the Companies Act, 2013. Accordingly, in exercise the power of 454 (3) of the Companies Act, 2013, I inclined to impose a penalty on the respondent namely Shri Vinay Kumar Kothari in accordance with section 446B of the Companies Act, 2013, as under: –
| Nature of default | Relevant section of the Companies Act, 2013 and Rules made thereunder |
Name of persons on whom penalty imposed | No. of defaul ting days | Total default amount (In Rs.) | Maximum Limit for Penalty (In Rs.) | Final Penalty Imposed (In Rs.) in accordance with section 466B of the Companies Act, 2013 |
| Non- furnishing of declaration in Form BEN-1 |
Section 90(1) of the Companies Act, 2013 read with Rule 3(2) of the Companies (Significant Beneficial Owners) Rules, 2018 |
Shri Vinay Kumar Kothari |
738 | 50,000 +738* 1,000= 7,88,000 | 2,00,000 | 1,00,000 |
| Grand Total | 1,00,000 | |||||
| That the number of days calculated from 16.03.2022 to 22.03.2024, | ||||||
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the respondent namely Shri Vinay Kumar Kothari and penalty so imposed upon the respondent namely Shri Vinay Kumar Kothari shall be paid from his personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.
5. Appeal against this order may be filed in writing with the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in e-Form ADJ (available on Ministry website www.mca.gov.in setting forth the grounds of appeal and shall be accompanied by a certified copy of this order (section 454(5) & 454(6) of the Companies Act, 2013 read with Companies (Adjudicating of Penalties) Rules, 2014).
6. Attention is also invited to section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, 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 and officer in default shah 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 both.
7. In terms of the provisions of sub-Rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to the following: –
I. Ratnalaya Hotels and Developers Private Limited at D-44, Subhash Marg, C-Scheme, Jaipur, Rajasthan- 302001.
II. Shri Vinay Kumar Kothari at _______________.
III. Regional Director, NWR, Ministry of Corporate Affairs, Ahmedabad at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat-380 013.
The adjudication notice stands disposed off with this order.
(RUVIT KUMAR)
ROC-cum-OL & Adjudicating officer,
Rajasthan, Jaipur
