The Ministry of Corporate Affairs (MCA) adjudicated a penalty against IHHR Hospitality Ananda Private Limited and its officers for non-compliance with Section 90(5) of the Companies Act, 2013, relating to the obligation to issue notices to Significant Beneficial Owners (SBOs) in Form BEN-4. The company and its directors—Himanshi Jaiswal, Ashok Khanna, and Aashica Khanna—acknowledged the default, citing initial difficulties in understanding the new SBO provisions. Subsequent rectification included filing Form BEN-2 and paying applicable fees. However, under Section 90(11) and Section 454 of the Act, the company was penalized ₹5 lakh, while each officer faced penalties of ₹1 lakh. The order emphasizes that officers in default must pay the penalty within 90 days via the MCA’s e-Adjudication system, using personal funds. Non-payment may invoke further consequences under Section 454(8). Appeals may be filed with the Regional Director, Mumbai within 60 days. The case highlights strict enforcement of corporate transparency obligations and accountability for officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRSROC Pune
Registrar Of Companies, PMRDA Green Building, BLOCK A, 1st & 2nd Floor, Near Akurdi Railway Station, Akurdi, Pune,
Maharashtra, India, 411044
Phone: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/12-2025/PU/00991 Dated: 01/12/2025
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, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to IHHR HOSPITALITY ANANDA PRIVATE LIMITED [herein after known as Company] bearing CIN U55101PN2015PTC180220, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at HYATT – PUNE, 88, NAGAR ROAD KALYANI NAGAR, ADJACENT TO AGA KHAN PALA CE NA PUNE PUNE MAHARASHTRA INDIA 411006
Individual details:
In the matter relating to HIMANSHI JAISWAL…………….
In the matter relating to ASHOK KHANNA [herein after known as individual]…………….
In the matter relating to AASHICA KHANNA [herein after known as individual]……………….
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 in its application submitted that section 90(5) of the Companies Act 2013 stipulates that 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 three years immediately preceding the date on which the notice is issued,
and who is not registered as a significant beneficial owner with the company as required under this section.
Further, as per rules 6 of the Companies (Significant Beneficial Owners) Amendment Rules, 2019;
A company shall give notice seeking information in accordance with under sub-section (5) of Section 90, in Form No. BEN-4. The company in its application admits that the IHHR Hospitality Ananda Private Limited was required to give notice, in Form BEN-4 to Mr. Bhanu Choudhrie & Mr. Sumant Kapur who hold significant beneficial interest in the IHHR Hospitality Ananda Private Limited. However, the company has also failed to do so.
Hence, there is violation of section 90(5) of the Companies Act, 2013 for which the company and its directors are liable for penal action u/s 90(11) of the Companies Act, 2013.
2. The company and officers in default have accepted the default and have not requested for e-hearing.
E. Order:
(1) The company has filed suo-moto application for the adjudication u/s 454 of the Act for the default of provisions of section 90 (5) of the Companies Act, 2013. From the application, it was observed that there is a non-compliance of section 90 (5) of the Companies Act, 2013, for which e-SCN u/s 450 of the Act was issued to the company and its officers on 04.11.2025. The company and officers in default replied to the notice vide their reply dated 12.11.2025.
(2) Whereas in the reply dated 12.11.2025, the company and its officers accepted the non-compliance and stated that the default occurred as due to the difficulty in understanding newly introduced SBO requirements wherein the company was unaware of the requirements under section 90 (5) of the Companies Act, 2013 to issue notices to SBOs for obtaining declaration. Subsequently, after complying with the applicable provisions of the Act, Form BEN-2 was filed on 24th April 2024, along with payment of applicable additional fees.
Thus, the company and the officers in default are in violation of Section 90 (5) of the Act for not giving the notice in prescribed format (Form BEN-4) to the SBOs and are liable under Section 90 (11) of the Act.
(3) Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the reply submitted on 12.11.2025 in response to the notice issued vide letter dated 04.11.2025, hereby impose the penalty on the officers in default for violation of Section 90 (5) of the Companies Act, 2013 punishable under 90 (11) of the Companies Act, 2013.
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 | IHHR HOSPITALITY ANANDA PRIVATE LIMITED having CIN as U55101PN2015P TC180220 | No | 500000 | 0 | 500000 |
| 2 | HIMANSHI JAISWAL having DIN as 08055794 | No | 100000 | 0 | 100000 |
| 3 | ASHOK
KHANNA having DIN as 00286517 |
No | 100000 | 0 | 100000 |
| 4 | AASHICA KHANNA having DIN as 07234640 | No | 100000 | 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 Mumbai 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.
Parvez Naikwadi,
Registrar of Companies
ROC Pune
