The adjudication by ROC Chennai under Sections 90(11) and 454 of the Companies Act, 2013 concerned SRA Systems Limited and its directors regarding non-filing of Form BEN-2, which reports significant beneficial ownership. MCA records showed that a foreign body corporate, Samvidhana Inc., held 53.29% shares of the company. However, the company submitted that Samvidhana Inc. was dissolved on 13.12.2018, prior to the due date of compliance under the Companies (Significant Beneficial Owners) Rules, 2018. The company and its directors argued that compliance was impracticable and beyond their control. The Adjudicating Authority, after considering submissions and hearing representatives of the company, held that the company was not liable under Section 90(11) as the dissolved entity could not trigger compliance obligations. Consequently, no penalty was imposed on the company or its directors. The order preserves the right to appeal within 60 days and directs officers to pay any future penalties via the MCA e-Adjudication portal.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/11-2025/CN/00822, Dated: 12/11/2025
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 SRA SYSTEMS LIMITED [herein after known as Company] bearing CIN
U74999TN1985PLC012071, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OLD. NO.170, NEW NO.113, RANGARAJAPURAM MAIN ROAD KODAMBAKKAM OLD. NO.170, NEW NO.113, RANGARAJAPURAM MAIN ROAD KODAMBAKKAM NA CHENNAI CHENNAI TAMIL NADU INDIA 600024
Individual details:
In the matter relating to VENKATARAMAN THYAGARAJAN [herein after known as individual] having DIN 00317875 and having its address at ________
In the matter relating to KANNAN VENKATARAMAN [herein after known as individual] having DIN 00318138 and having its address at ________
In the matter relating to SRINIVASAN SUBRAMANIAN [herein after known as individual] having DIN 00318234 and having its address at ________
In the matter relating to VISWANATHA GURUNATHAN [herein after known as individual] having DIN 02948174 and having its address at ________
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 – It is observed from the MCA records that M/s. Samvidhana Inc a foreign body corporate is a member /shareholder of the company M/s. SRA Systems Limited holding 53.29% shares in the company as per the MGT-7 filed for the financial year 2022-23 as such falls within the description provided in Clause (i) of Explanation III to Rule 2(1)(h) of the Companies (Significant Beneficial Owners) Rules, 2018. However, the company has not filed e-form BEN-2. There, the company has violated Section 90 of the Companies Act,2013
2. The Adjudicating Authority had issued notice for e-Adjudication on 04.11.2024 to the company and its directors for the violation of Section 90 of the Companies Act, 2013. Further, the Adjudicating Authority had issued notice for e-hearing on 05.02.2025 for e-hearing on 27.02.2025 at 11.50 AM. Pursuant to that, Mr. Balu Sridhar, PCS (M.No.5869) appeared on behalf Mr. Srinivasan Subramanian (Managing Director) and Mr. V. Kannan (Director). Further, Mr. Venkataraman Thyagarajan Director appeared in person on behalf of company and attended the e-hearing fixed on 27.02.2025. In respect to Mr. Viswanatha Gurunathan (Director) and Mr. Saligram Subramanya Nandkumar (Director) no person have appeared for the e-hearing fixed on 27.02.2025. In this case, the Company had made a submission that M/s. Samvidhana Inc., a foreign body corporate holding 53.39% of the equity shares in M/s. SRA Systems Limited (the reporting company) was dissolved on 13.12.2018. Further the companies (significant Beneficial Owners) Rules, 2018 (SBO Rules) came into effect on 13.06.2018, which is before the due date of compliance of SBO Rules, and hence the company was incapacitated from compliance due to events beyond its control, prior to the relevant statutory compliance period. Further, it was submitted by Mr. Balu Sridhar that it was impracticable for the company to make any declaration or filing under the SBO Rules. Hence the requirement of filing Form BEN-2 under Section 90 of the Companies Act, 2013 does not arise in the present case, as the same is not applicable and therefore he requested this good office to kindly consider the above explanation and not to initiate or proceed with the penal action under Section 90(11) of the Companies Act, 2013.
E.Order:
1. After considering the above facts it is observed that the reply of the company is tenable and M/s. Samvidhana Inc a foreign body corporate holding 53.29% shares in M/s. SRA Systems Limited was dissolved on 13.12.2018 which is before the due date of compliance of SBO Rules. Hence, there is no violation of Section 90(11) of the Companies Act, 2013. In this case, I inclined to impose Nil Penalty to Company and its Directors.
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 | SRA SYSTEMS LIMITED having CIN as U74999TN1985P LC012071 | 0 | 0 | 500000 | |
| 2 | VENKATARAMA N THYAGARAJAN having DIN as 00317875 | 0 | 0 | 100000 | |
| 3 | KANNAN VENKATARAMA N having DIN as 00318138 | 0 | 0 | 100000 | |
| 4 | SRINIVASAN SUBRAMANIAN having DIN as 00318234 | 0 | 0 | 100000 | |
| 5 | VISWANATHA GURUNATHAN having DIN as 02948174 | 0 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
