In the recent order of adjudication passed by the Ministry of Corporate Affairs ( MCA ) Registrar of Companies, a penalty of Rs. 8 lakhs was imposed on a private limited company and its directors due to non-compliance with beneficial ownership disclosure under the Companies Act, 2013, and due to delay in filing e-Form BEN-2.
The private limited company was incorporated under the provisions of the Companies Act, 2013 on 28-12-2018, and has its registered office situated at H-005 DMIC Integrated Industrial Township, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh, 201310, India.
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In this case, the reporting company failed to file the e-form BEN-2 as required under Section 90 of the Companies Act, 2013. On 13.02.2024, no such filing was found in the MCA-21 Registry. Despite a notice issued under Section 206(1) on 13.02.2024, no response was received from the company or its directors/KMP. Consequently, a Show Cause Notice (SCN) was issued on 26.04.2024 for non-compliance with Section 90 and the SBO Rules, with a hearing scheduled for 20.05.2024.
The reporting company submitted that it had filed an e-form BEN-2 dated 17.05.2024 for declaring beneficial interest under Section 90 of the Companies Act, 2013. It is also stated in the reply that the company made a payment of Rs.7800, including an additional fee of Rs.7200 to MCA for late filing Form BEN-2 with ROC.
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The adjudicating authority, by going through the facts of the case, concluded that the reporting company had delayed in filing e-form BEN-2 and observed that the company has violated Section 90 of the Companies Act, 2013.
The penalty was imposed under Section 90(10) of the Companies Act, and a total penalty of Rs. 8 lakhs was imposed on both the company and its 3 directors.
The order also stated that the notice must pay the penalty individually via e-payment on the MCA website under “Pay Miscellaneous Fees” within 90 days, and an appeal can be filed with the Regional Director (Northern Region), Ministry of Corporate Affairs, within 60 days using Form ADJ, along with a certified copy of this order. Seema Rath, Registrar of Companies & Adjudicating Officer, issued this order, Uttar Pradesh, Kanpur.
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