Registrar of Companies (ROC), Kerala & Lakshadweep, has issued an adjudication order against M/s. Tristar Transport (India) Private Limited for violating Section 90 of the Companies Act, 2013. The company failed to identify and disclose its Significant Beneficial Owner (SBO) within the prescribed timeline. Despite receiving a notice under Section 206(1) in February 2024, the company admitted its default and subsequently submitted the required BEN-1 and BEN-2 forms in March 2024—nearly five years late. The adjudicating authority imposed penalties on the company and its directors for this delay.
During the proceedings, Tristar Transport’s representatives cited the COVID-19 pandemic and financial losses as reasons for the delay in compliance. However, the adjudicating officer ruled that these reasons did not justify the prolonged non-compliance. Under Section 2(60)(iii) of the Companies Act, all directors during the period of default were deemed “officers in default.” Accordingly, penalties were imposed on the company and its directors, including Eugene Aloysious Mayne, Kazhakuttam Kunjuraman Vikraman, Shanmukhan Chandrasekhara Pillai, and Marco Bachechi, with fines ranging from ₹68,200 to ₹5,00,000.
The adjudication order mandates the payment of penalties within 90 days and provides an option to appeal before the Regional Director, Ministry of Corporate Affairs, Chennai, within 60 days. Failure to comply with the order could lead to further legal consequences under Section 454(8) of the Companies Act. The case serves as a reminder to companies about the importance of timely compliance with statutory requirements related to beneficial ownership disclosure.
Ministry of Corporate Affairs
Registrar of Companies, Kerala & Lakshadweep
First Floor, Corporate Bhawan, B.M.C. Road,
Thrikkakara, Kochi – 682 021, Kerala.
roc.ernakulamAmca.gov.in
0484-2421626
Order No. ROCK/Adj/S.90/Tristar Transport/452 /2025 Dated:27.02.2025
By Registered A/D
Adjudication order passed u/ 454 of the Companies Act. 2013 for the violation of Section 90 of the said Act in the matter of M/s. TRISTAR TRANSPORT (INDIA) PRIVATE LIMITED
1. Whereas M/s. TRISTAR TRANSPORT (INDIA) PRIVATE LIMITED, CIN: U50100KL2018FTC054730 (herein after referred as Company) is a company having its registered office within the jurisdiction of Registrar of Companies, Kerala.
2. A notice dated 23.02.2024 (Ex-1) u/s 206(1) of the Act seeking details of action taken by the company to identify significant beneficial owner in terms of section 90 of the Act. The company vide reply dated 01.03.2024 admitted to default.
3. Subsequently the company filed BEN-2 Eform on 01.03.2024 vide SRN: F92915842 (Ex-2) on 01.03.2024 enclosing BEN-4 dated 28.02.2024 (notice by the company to SBO u/s 90(5)) and BEN-1 dated 28.02.2024 (declaration by SBO u/s 90(1)). It is seen that Mr. Eugene Aloysius Mayne is holding Significant Beneficial Ownership in the subject company with effect from 20.09.2018.
4. Thus, there are delays in compliance w.r.to both BEN-2 & BEN-1 as tabulated below
| Form | Due Date | Date of Receipt | Delay in Days |
| BEN-4 – Notice u/s 90(5) | 08.05.2019 | 28.02.2024 | 1756 |
| BEN-1- Declaration u/s 90(1) | 08.05.2019 | 28.02.2024 | 1756 1 |
5 An adjudication notice dated 02.08.2024 (Ex-3) was given to the company and it has responded vide reply dated 17.08.2024 (Ex-4) admitting to the delay. The SBO vide reply dated 19.11.2024 (Ex-5) stated that the requirement to submit Form BEN-1 came to his attention upon company’s request and thereafter he furnished the required information to the company on 28.02.2024.
6. Thereafter the Adjudicating Authority had issued notice of hearing dated 11.12.2024 by fixing the hearing on 18.12.2024 at 12.00 PM and Sri. Georgekutty Kurian, Company Secretary & authorised representative attended the hearing. The representative submitted that the delay in filing of BEN form is due to covid pandemic, and the company is running under loss and they filed the BEN form immediately on receipt of notice from the office. The adjudicating officer informed that the penalty will be imposed as per the relevant provisions of the Companies Act.
7. Officer in Default: The company has not filed GNL-3 e-form designating an officer for the compliance of the Provisions of companies Act, 2013 and consequently as per section 2(60)(iii) of the Act, all directors of the company during the period of default are “officers who in default”. Directorship details are as tabulated below
| S.No. | Name of Director | Designation | Date of Appointment |
Date of Cessation |
| 1. | Eugene Aloysious Mayne | Director | 16.12.2019 | |
| 2. | Eugene Aloysious Mayne | Additional Director |
12.03.2019 | 16.12.2019 |
| 3. | Kazhakuttam Kunjuraman Vikraman |
Director | 20.09.2018 | 06.06.2024 |
| 4. | Shanmukhan Chandrasekhara Pillai | Director | 20.09.2018 | |
| 5. | Marco Bachechi | Director | 17.12.2018 | 10.12.2019 |
8. Penalty: Having considered the facts the following penalty is imposed against persons mentioned thereat
| Name of the Person |
Section Violated |
No of days of default * | Per day Penalty for default in Rs. | Total Penalty computed in Rs. | Penalty Imposed in Rs |
| Tristar Transport (India) Private Limited | 90(5) r/w 90(11) |
1756 | 500 | 100000 +500*1756 = 9,78,000 | Rs.5,00,000/-, being the maximum. |
| Eugene Aloysious Mayne | 90(5) r/w 90(11) |
1756 | 200 | 25,000 +200*1756 = 3,76,200 | Rs.1,00,000/-, being the maximum. |
| Kazhakuttam Kunjuraman Vikraman | 90(5) r/w 90(11) |
1756 | 200 | 25,000 +200*1756 = 3,76,200 | Rs.1,00,000/-, being the maximum. |
| Shanmukhan Chandrasekhara Pillai | 90(5) r/w 90(11) |
1756 | 200 | 25,000 +200*1756 = 3,76,200 | Rs.1,00,000/-, being the maximum. |
| Marco Bachechi (17.12.2018 10.12.2019) | 90(5) r/w 90(11) |
216 | 200 | 25,000 +200*216 = 3,76,200 | Rs.68,200/-. |
| Mr. Eugene Aloysious Mayne (S130) | 90(1) r/w 90(10) |
1756 | 1000 | 50000+1000*1756 = 18,06,000 | Rs.2,00,000/-, being the maximum. |
9. The aforesaid persons shall pay the amount of penalty individually for the company and its officers by way of e-payment (available on Ministry website www.mca.gov.in) under “Pay miscellaneous fees” category in MCA fee and payment Services within 90 (ninety) days of this order. The Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office, by filing eform INC-28.
10. Appeal against this order, if aggrieved, may be filed in writing with the Regional Director (SR), Ministry of Corporate Affairs, Chennai 600 006, within a period of 60 (sixty) days from the date of receipt of this order, in Form ADJ (available on Ministry website mca.gov.in) setting forth the grounds of appeal and shall be accompanied by a certified copy of this order (Section 454(5) & (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014).
11. Your attention is also invited to section 454(8) of the Act in the event of noncompliance with this order.
(ARUN PRASAD M)
(Adjudicating Officer)
Registrar of Companies
Kerala & Lakshadweep
