The Registrar of Companies (ROC), Kerala & Lakshadweep, has imposed a penalty of more than Rs. 10 Lakh on M/s Tristar Transport (India) Private Limited
Shivani Verma | Apr 4, 2025 |
ROC imposes Penalty of more than Rs. 10 Lakh for Late filing of BEN 4 and BEN 1
The Registrar of Companies (ROC), Kerala & Lakshadweep, has imposed a penalty of more than Rs. 10 Lakh on M/s Tristar Transport (India) Private Limited for delays in filling BEN-4 and BEN-1 forms under Section 90 of the Companies Act, 2013. The penalty was inflicted because the company failed to report the identification of its significant beneficial owners (SBOs) within the prescribed timelines.
Major Reasons Behind the Penalty
A 23/02/2024 notice was sent by the ROC, requesting information about the compliance of the company with Section 90.
In retaliation, the company admitted its delay and later filed a BEN-4 on 01/03/2024 and a BEN-1 on 28/02/2024.
The submission was 1,756 days late, much beyond the given deadline.
ROC’s Decision and Penalty Imposed:
The adjudicating authority, after considering the case, levied penalties on the company and its directors. The penalty structure was as follows:
| Name of the Person | Section Violated | No. of Days of Default | Per Day Penalty (Rs.) | Total Penalty Computed (Rs.) | Penalty Imposed (Rs.) |
| Tristar Transport (India) Private Limited | 90(5) r/w 90(11) | 1756 | 500 | 100000 + (500 × 1756) = 9,78,000 | Rs. 5,00,000/- (Maximum) Rs. 10,00,000/- |
| Eugene Aloysious Mayne | 90(9) | 1756 | 200 | 25,000 + (200 × 1756) = 3,76,200 | Rs. 1,00,000/- (Maximum) |
| Kazhakuttam Kunjuraman Vikraman | 90(9) | 1756 | 200 | 25,000 + (200 × 1756) = 3,76,200 | Rs. 1,00,000/- (Maximum) |
| Shanmukhan Chandrasekhara Pillai | 90(9) | 1756 | 200 | 25,000 + (200 × 1756) = 3,76,200 | Rs. 1,00,000/- (Maximum) |
| Marco Bacchechi (17.12.2018 to 10.2.2019) | 90(9) | 216 | 200 | 25,000 + (200 × 216) = 68,000 | Rs. 68,000/- |
| Mr. Eugene Aloysious Mayne (SBO) | 90(10) | 1756 | 1000 | 100000 + (1000 × 1756) = 18,06,000 | Rs. 2,00,000/- (Maximum) |
At the hearing held on 18/12/2024, the Company Secretary of the company, Sri. Georgekutty Kurian, had mentioned financial losses and the COVID-19 pandemic as grounds for the delay. The ROC held that these grounds did not relieve the company of its statutory duty.
The strict application of compliance under Section 90 of the Companies Act, 2013, is seen in this case. The companies have to file BEN-1 and BEN-4 in time to escape severe penalties. The action of the ROC acts as a warning for other entities that do not comply with the SBO rules.
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