The Registrar of Companies, Chennai, passed an adjudication order under Section 454 of the Companies Act, 2013 against a private company and its Managing Director for violation of Section 89(6) relating to filing of beneficial ownership declarations. The case arose after the company submitted a suo motu adjudication application stating that a shareholder held 16 shares as a nominee for another company which was the beneficial owner. Although declarations in Forms MGT-4 and MGT-5 were received on 24.07.2024, the company failed to file Form MGT-6 with the Registrar within the prescribed 30-day period. Instead, the form was filed on 02.04.2025 with a delay of 3,874 days. The company argued that the lapse was inadvertent and requested a lesser penalty during the e-hearing. Upon examination of records, the Adjudicating Authority held that the delay constituted a violation of Section 89(6) read with Rule 9 of the Companies (Management and Administration) Rules, 2014, and imposed the maximum statutory penalty of ₹5,00,000 on the company and ₹2,00,000 on the Managing Director.
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/02-2026/CN/01693 | Dated: 03/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 89(7) 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 MEDIDENT INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U24231TN1974PTC006536, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 32, NELSON MANILKAM ROADAMINJIKARAI, MADRAS-29 AMINJIKARAI, MADRAS-29 NA AMINJIKARAI, MADRAS-29 TAMIL NADU INDIA 600029
Individual details:
In the matter relating to VINOD MANGHARAM MAHTANI ____________
C. Provisions of the Act:
If a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for each day during which such failure continues, subject to a maximum of five lakh rupees in the case of a company and two lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company M/s. MEDIDENT INDIA PRIVATE LIMITED and its Managing Director Mr. Vinod Mangharam Mahtani have filed e-form GNL-1 vide SRN AB9692356 on 15.12.2025 and also submitted physical suo-motto Adjudication application under section 454 of the Companies Act, 2013 for the adjudication of offence under section 89(6) of the Companies Act, 2013 read with Rule 9 of the Companies (Management and Administration) Rules, 2014.
The Applicant submitted that Ms. Shoba Vinod Mahtani holds 16 shares as a nominee of M/s. Ind Fashions Exports Private Limited and the beneficial ownership of the said 16 shares is held by M/s. Ind Fashions Exports Private Limited. It is further submitted that the shareholder have submitted the required declaration of registered and beneficial ownership details to the Company vide forms MGT-4 and MGT-5 to the Company on 24.07.2024 as required under the provisions of the Companies Act, 2013 but the Company failed to file MGT-6 within the prescribed time as mandated under Section 89(6) of the Companies Act, 2013. However, the Company filed the e-form MGT-6 vide SRN AB3163379 on 02.04.2025 with a delay of 3874 days.
89. Declaration in Respect of Beneficial Interest in any Share(6) Where any declaration under this section is made to a company, the company shall make a note of such declaration in the register concerned and shall file, within & [thirty days] from the date of receipt of declaration by it, a return in the prescribed form with the Registrar in respect of such declaration with such fees or additional fees may be prescribed. As the company failed to file MGT-6 within 30 days from the date of receipt of declaration as mandated under section 89(6) of the Companies Act, 2013 read with Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company and its Managing Director are liable for penalty under Section 89(7) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication on 02/02/2026 vide SCN/ADJ/01-2026/CN/03581. The Company vide letter dated 09.02.2026 submitted that the non-compliance of Section 89(6) read with Rule 9 of the Companies (Management and Administration) Rules, 2014 was inadvertent and not a wilful default.
Further the Adjudicating Authority has issued notice for e-hearing on 18/02/2026 for e-hearing scheduled on 19/02/2026. The Practicing Company Secretary Mr. I. B. Harikrishna (CP No. 5302, FCS No. 5829), the authorized representative attended the e-hearing scheduled on 19/02/2026 and made submissions that the violation may be adjudicated by imposing lesser penalty.
E. Order:
1. On perusal of the Adjudication Application and relevant forms, it is noticed that the Company has filed the e-form MGT-6 vide SRN AB3163379 dated 02.04.2025 with a delay of 3874 days which exceeded the prescribed time as mandated under Section 89(6) of the Companies Act, 2013. In view of the above, it is evident that the subject company has violated the Section 89(6) of the Companies Act, 2013 read with the Rule 9 of the Companies (Management and Administration) Rules, 2014. Therefore, the Company and its Managing Director are liable for penalty under Section 89(7) 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 | MEDIDENT INDIA PRIVATE LIMITED having CIN as U24231TN1974P TC006536 | 500000 | 0 | 500000 | |
| 2 | VINOD MANGHARAM MAHTANI having DIN as 00306937 | 200000 | 0 | 200000 |
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
