The Registrar of Companies, Chhattisgarh, imposed penalties under Section 90(11) of the Companies Act, 2013 for failure to identify and disclose Significant Beneficial Owners (SBO) and for non-filing of Form BEN-2. The company had corporate shareholders holding substantial equity, with common directors and shareholders indicating significant influence and control. However, it failed to take steps to identify SBOs as required under Section 90(4A) and did not file mandatory disclosures under Section 90(4). Despite multiple notices, the company and its directors did not respond, reinforcing non-compliance. The authority concluded that the structure and control clearly established SBO existence, making compliance mandatory. Accordingly, penalties of ₹2,00,000 were imposed on the company and ₹50,000 each on defaulting directors. The order emphasizes strict enforcement of transparency norms and accountability in ownership disclosures under company law.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chhattisgarh
Registrar of Companies cum Official Liquidator, 1st Floor, Ashok Pingley Bhawan, Municipal Corporation, Nehru Chowk,
Bilaspur, Chhattisgarh, India, 495001
Phone: (07752)-250092(D),250094
E-mail: roc.bilaspur@mca.gov.in
Order ID: PO/ADJ/03-2026/BP/01900 Dated: 27/03/2026
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. 698(E) dated 10/02/2026 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, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to BLUE EARTH INFRABUILD PRIVATE LIMITED [herein after known as Company] bearing CIN U45100CT2011PTC007335, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at M/S HOTEL SILVER OAK, PROP. SHRI SHREYAS SELARKA, BESIDE LIC OFFICE, MAGARPARA, NA BILASPUR BILASPUR CHATTISGARH INDIA 495001
Individual details:
In the matter relating to KRISHNA KUMAR SELARKA——–
In the matter relating to SHREYAS SELARKA ——-
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 – An inquiry u/s 206(4) of the Companies Act 2013 was ordered by the Ministry into the affairs of the company and during the course of inquiry, it was observed from the records available on MCA portal that the company has members/shareholders who hold more than 10% of the shareholding of the company. Further, the company has failed to take necessary steps to identify an individual who is SBO in relation to the company as per Section 90(4A) of the Companies Act, 2013 and the Company has not filed form BEN-2 in compliance of Section 90(4) of the Companies Act, 2013. The matter was taken up with the company, and this office issued a notice u/s 206(1) of the Companies Act, 2013 dated 14/08/2024 to the company and its directors to furnish information and explanation along with documentary proofs in this regard. Furthermore, in addition to the aforesaid notice, reminder letters dated 12/12/2024, 24/03/2025 & 20/05/2025 were also issued to the company and its directors. However, no reply has been submitted by the company or its directors till date.
In view of the above, it is evident that the company has failed to comply with the provisions of section 90 of the Companies Act 2013 read with Rules 4 and 8 of the Companies (Significant Beneficial Owners) Rules, 2018. The failure of the company and its directors to respond to the aforesaid notice and reminder letters further establishes non-compliance on their part, thereby attracting penal provisions under Section 90(11) of the Companies Act, 2013.
2. The Company and its officers in default have not responded to the show cause notices issued to them despite service through email as well as speed post. Further, no request for e-hearing has been made. Accordingly, the Adjudicating officer is of the view that no e-hearing is required in the present case.
E. Order:
1. The company and its officers in default have failed to demonstrate compliance with the provisions of Section 90 (4) & (4A) of the Companies Act, 2013. Despite due service of show cause notices, no response has been received.
Section 90(1) of the Companies Act, 2013 provides that 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 per cent. 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 may be prescribed. Further, Rule 2(1)(i) of the Companies (Significant Beneficial Owners) Rules, 2018, defines the term “significant influence” which means the power to participate, directly or indirectly, in the financial and operating policy decisions of the reporting company but is not control or joint control of those policies. Section 2(27) of the Companies Act 2013 defines the term “control” which shall include the right to appoint majority of the Directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.
It is observed from the records available in the MCA portal that the company Blue Earth Infrabuild Private Limited has two corporate members namely Bansidhar Merchants Private Limited and Kamaldhan Tradelink Private Limited holding 49.22% of equity shares each. It is further observed that Shri Krishna Kumar Selarka and Shri Shreyas Selarka are common directors in all the three companies i.e. Blue Earth Infrabuild Private Limited, Bansidhar Merchants Private Limited and Kamaldhan Tradelink Private Limited. Additionally, they are common shareholders in Bansidhar Merchants Private Limited and Kamaldhan Tradelink Private Limited thereby demonstrating continuity of management and decision-making across the entities, which establishes the existence of significant influence in the present case. Accordingly, the combined effect of common directorship and interlinked shareholding establishes that the aforesaid individuals are in a position to exercise significant influence or control in the present case. Furthermore, the company and its officers have failed to take necessary steps to identify an individual who is SBO in relation to the company as per Section 90(4A) of the Companies Act, 2013 and the Company has not filed form BEN-2 in compliance of Section 90(4) of the Companies Act, 2013.
It is evident from the above that the company and its officers have failed to comply with the provisions of the Section 90(4) & (4A) of the Companies Act, 2013 read with rules made thereunder and are liable for penal action under the Companies Act, 2013.
Therefore, I am imposing penalty as prescribed under section 90(11) of the Companies Act, 2013 on the company and its officers in default for the aforementioned non-compliance.
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 | BLUE EARTH INFRABUILD PRIVATE LIMITED having CIN as U45100CT2011P TC007335 | 200000 | 0 | 500000 | |
| 2 | KRISHNA KUMAR SELARKA having DIN as 06364368 | 50000 | 0 | 100000 | |
| 3 | SHREYAS SELARKA having DIN as 06364380 | 50000 | 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.
Sudhir Kapoor,
Registrar of Companies
ROC Chhattisgarh
