The Registrar of Companies (RoC) Pune has imposed a penalty of Rs. 21.46 lakh on Indus Biotech Limited and its officers for failing to file Form BEN-2 within the required timeframe.
Form BEN-2, as mandated by the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018, is used to report significant beneficial owners to the Registrar of Companies. This form ensures that details of individuals with a substantial beneficial interest in the company are properly disclosed and recorded.
A significant beneficial owner is someone who holds at least 25% of the company’s shares or has significant influence or control over the company. Such individuals must declare their interest using Form BEN-1, which the company must then file with the Registrar within 30 days of receiving the declaration.
Summary of Events:
Indus Biotech Limited filed Form BEN-2 on April 26, 2024, to declare various significant beneficial owners, including Rajan Ramaswamy Srinivasan and Rama Srinivasan of Srinivasam Family Trust, Ranjeet Palliyil Srinivasan and Sushama Ranjeet Srinivasan of R S Family Trust, Sunil Dutt Bhaskaran and Sunita Sunil Bhaskaran of Bhaskaran Family Trust, and Pankaj Kapal Mehra and Vanita Pankaj Mehra of Shree Siddhivinayak Trust under Section 90 of the Companies Act, 2013. However, the beneficial ownership interest was acquired on March 31, 2017, and the declaration was made on April 29, 2019. The company did not file Form BEN-2 within the required 30 days of receiving this declaration.
As a result, the adjudicating officer issued a notice of default to the company and its officers for breaching Section 90 of the Companies Act, 2013. The company responded by stating that it had filed Form BEN-2 on April 26, 2024, and received the BEN-1 declaration on April 29, 2019. The company attributed the delay in filing Form BEN-2 to inadvertence rather than malicious intent.
RoC Findings:
The RoC observed that the company failed to meet its statutory obligations under Section 90, which requires companies to maintain a register of significant beneficial owners and file returns with the Registrar. The failure to file Form BEN-2 within the required timeframe constituted a breach of these obligations.
Penalties were calculated based on the duration of the default, resulting in a total fine of Rs. 21.46 lakh for Indus Biotech Limited. Individual penalties were also imposed on the company’s officers: Sunil Dutt Bhaskaran, the Managing Director, was fined Rs. 3,83,400; Achyut Jayatirthrao Huilgol, the Chief Financial Officer, was also fined Rs. 3,83,400; and Rucha Shamkant Khaire, the Company Secretary, received a similar penalty of Rs. 3,83,400.
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