The Registrar of Companies, Delhi I, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties under Section 90(11) for delay in filing e-Form BEN-2 under Section 90(4) read with the Companies (Significant Beneficial Owners) Rules, 2018. The company stated that following the transfer of shares by a shareholder to Narain Family Private Trust on 16.04.2021, the Managing Trustee submitted Form BEN-1 on 06.05.2021 as a significant beneficial owner. However, the company did not file e-Form BEN-2 within the prescribed 30 days and filed it only on 07.09.2023, resulting in a delay of 826 days. The order records that no response to the e-show cause notice or request for hearing was received. On examination, the company was found to be a small company eligible for the benefit of Section 446B. Accordingly, penalties of ₹2,50,000 were imposed on the company and ₹50,000 each on four officers in default. The order directs payment of the penalties within 90 days and states that the adjudication order and reasons shall be disclosed in the company’s forthcoming Board’s Report.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi I
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/07-2026/DL/02538 Dated: 15/07/2026
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 NARAINS INFRASTRUCTURE PRIVATE LIMITED [herein after known as Company] bearing CIN U45201DL2003PTC121357, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1, OAK DRIVE DLF, CHATTARPUR FARM NA NEW DELHI DELHI INDIA 110074
Individual details:
In the matter relating to SUNIL NARAIN ————–
In the matter relating to INDIRA NARAIN ————–
In the matter relating to ANIL SAXENA ———-
In the matter relating to VAIBHAV AGGARWAL ———-
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 – This office is in receipt of application vide GNL-1 (SRN: N30997852) dated 31.05.2025 from the company for adjudication of penalties for default u/s 90 (4) of the Companies Act, 2013 r/w Rule 4 (Return of Significant Beneficial Owners) Rules 2018 r/w Rule 8 (Registration Offices and Fees) Rules 2014. The applicants are M/s Narains Infrastructure Private Limited (Company), Sunil Narain (Director), Vaibhav Aggarwal (Director), the following has been stated:
i. Mrs. Indira Narain, shareholder of the Company, transferred her shares to M/s Narain Family Private Trust on 16th April 2021. Pursuant to Section 90 of the Companies Act, 2013, and in compliance with Rule 2A and 3 of the Companies (Significant Beneficial Owners) Rules, 2018, Mr. Amit Tandon, the Managing Trustee of M/s Narain Family Private Trust, upon becoming a significant beneficial owner in the Company, submitted a declaration in Form BEN-1 on 06.05.2021.
ii. That the Company could not file Form No. BEN-2 within 30 days i.e. up to 04.06.2021, but the Company filed Form BEN-2 on 07.09.2023, along with the additional fees. Hence, the delay of 826 days of filed BEN-2 (i.e. from 04.06.2021 to 07.09.2023).
I. Thus, in view of the above, the adjudicating officer has reasonable cause to believe that the subject company has not complied with the provision of Section 90(4) of the Companies Act, 2013.
The Company and the Noticee are hereby called upon to show cause as to why penal action under Section 90(11) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section u/s 90 (4) of the Companies Act, 2013 r/w Rule 4 (Return of Significant Beneficial Owners) Rules 2018 r/w Rule 8 (Registration Offices and Fees) of the Companies(Significant Beneficial Owners) Rules 2014 of the said acts, may submit objections/ reply, if any. Furthermore, GNL-1 was filed vide SRN- F83401026 dated 24.11.2023 for same offence and period of default under section 441 of Companies Act, 2013
In pursuance of compounding application filed, the company is required to submit the following information with their reply: i.Provide copy of compounding order passed by Hon’ble RD in the subject matter along with its status, if any.
ii. The company is required to provide a reason for the delay in filing BEN-2 on 08.09.2023 for which default was made good.
Note: The fees are auto calculated by the system, however at the time of order final penalty will be levied.
2. No e-hearing have been sought by Noticees.
E. Order:
1. 1. Whereas an e-SCN (SCN/ADJ/05-2026/DL/04295) u/s 90(4) of the Companies Act, 2013 r/w Rule 4 (Return of Significant Beneficial Owners) Rules 2018 r/w Rule 8 (Registration Offices and Fees) Rules 2014 was issued to the company and its “officer(s) who are in default” on 04.05.2026 for delay in filing of e form BEN-2.
2. Whereas, Mrs. Indira Narain, shareholder of the Co. transferred her shares to Narain Family Private Trust on 16th April 2021. Pursuant to Section 90 of the Companies Act, 2013 (herein after referred as CA, 2013), and in compliance with Rule 2A and 3 of the Companies (Significant Beneficial Owners) Rules, 2018, Mr. Amit Tandon, the Managing Trustee of M/s Narain Family Private Trust, upon becoming a significant beneficial owner in the Company, submitted a declaration in Form BEN-1 on 06.05.2021. That the Company could not file e-Form BEN-2 within 30 days i.e. up to 04.06.2021, but the Company filed e-Form BEN-2 on 07.09.2023. Hence, the delay was of 826 (eight hundred and twenty six ) days of filing e form BEN-2 (i.e. from 04.06.2021 to 07.09.2023).
3. Whereas, the violation is under section 90 (4) of the Companies Act, 2013 r/w Rule 4 (Return of Significant Beneficial Owners) Rules 2018 r/w Rule 8 (Registration Offices and Fees) Rules 2014, as said in the e-SCN raised. Sh. Sunil Narain, Ms. Indira Narain, Mr. Anil Saxena and Mr. Vaibhav Aggarwal being ‘officers’ as per details filed with MCA21 Registry, in terms of provisions of section 94(11) of the CA, 2013, shall be penalized for the said default for the subjected period. The Company has neither responded to the e-SCN nor sought any hearing as per the e adjudication portal.
4. Further on examination, the Company is found to be a Small Company, and it does not exceed the threshold limit prescribed u/s 2(85) read with Rule 2(1)(t) of Companies (specification of Definitions Details rules.2014, hence it is a small and thus the benefit of section 446B would be applicable to the company. The penalty is levied on the company and the officer (s) who are in default as per section 90(11) of the Act r/w section 446B of the Act 2013 .
5. The above finding(s) are based upon the Company’s application, submission and records available on the MCA21 Registry. Nothing contained in this order shall be construed as expressing any opinion upon matters that may be the subject matter of any inquiry, inspection, investigation, prosecution or other proceedings under the Companies Act, 2013. Such proceedings, if any, shall continue independently in accordance with law. Further, if this leads to any other non-compliance falling under the provisions of the Companies Act, the company has the liberty to rectify the same by way of compounding, adjudication, under section 131 or others as per the provisions of the Act.
6. Subject to above the company has to disclose the adjudication order and the reason(s) made thereof, for such adjudication in their forthcoming Board’s Report and to other Authorities/Organizations, if required.
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 | NARAINS INFRASTRUCTU RE PRIVATE LIMITED having CIN as U45201DL2003P TC121357 | 250000 | 0 | 500000 | |
| 2 | SUNIL NARAIN having DIN as 00064383 | 50000 | 0 | 100000 | |
| 3 | INDIRA NARAIN having DIN as 00064921 | 50000 | 0 | 100000 | |
| 4 | ANIL SAXENA having DIN as 00177907 | 50000 | 0 | 100000 | |
| 5 | VAIBHAV AGGARWAL having DIN as 01945596 |
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 Delhi 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.
Seema Rath,
Registrar of Companies
ROC Delhi I
