SEO Title: Penalty Issued for Tristar Transport’s Non-Compliance

Summary: The Registrar of Companies (ROC), Kerala & Lakshadweep, has issued an adjudication order against Tristar Transport (India) Pvt. Ltd. for failing to comply with Section 90 of the Companies Act, 2013. The company delayed identifying and declaring its Significant Beneficial Owner (SBO), with required BEN-1 and BEN-2 forms filed over 1,700 days late. Despite admitting to the default, the company cited challenges due to the COVID-19 pandemic and financial losses. A notice was issued for a hearing on 18.12.2024, attended by the company’s representative, who acknowledged the delay. The adjudicating officer confirmed that penalties would be imposed under the relevant provisions of the Act. Additionally, the company failed to designate a compliance officer, making all directors during the period of default liable as “officers in default.” If no response is received within 15 days of notice issuance, penalties of ₹5 lakh for the company and ₹25,000 for each defaulting officer will be imposed.

Goverment of India
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
El 0484-2421626

Order No. ROCK/Adj/S.90/Tristar Transport/452 /2025  Dated:27.02.2025

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 Aloysious 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

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

8. Penalty: Having considered the facts the following penalty is imposed against persons mentioned thereat

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

To

1. M/s. TRISTAR TRANSPORT (INDIA) PRIVATE LIMITED
Room No.46, DD Samundra Darshan (DD Ocean Mall)
40/1803 D, 21, Marine Drive, Kochi,
Ernakulam, Kerala, 682011, India.

2. Kazhakuttam Kunjuraman Vikraman
15C Silver, TC 97/2139(81) SFS Cyber Palms,
Kuzhuvila, Karimanal P0, Thiruvananthapuram.
Thiruvananthapuram, 695583, Kerala, India

3. Shanmukhan Chandrasekhara Pillai
Flat No 1201 Landmark CHS, Plot No D2 Sector 12 Kharghar,
Navi Mumbai,410210, Maharashtra, India.

4. Eugene Aloysious Mayne
No 4D Samruddhi East Lynne,
White Field BG 304 Inner Circle,
Bengaluru, 560066, Karnataka, India.

5. Marco Bachechi (Ex-Director)
Inas Al Rubaye, 2601
Premise Number: 392220067,392-Marsa Dubai,
Dubai,Na utd.Arab Emir.

Copy for information to:
The Regional Director (SR), MCA, Chennai.

Goverment of India
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
El 0484-2421626

No. ROCK/S.90/41/2024                                              Dated.23.07.2024

To                                                                                                                   RE-6-D. A/D

TRISTAR TRANSPORT (INDIA) PRIVATE LIMITED
Room No.46, Dd Samundra Darshan (Dd Ocean Mall)
40/1803 D,21, Marine Drive Na,Kochi,
Ernakulam,Kerala,682011,India

Sir

Sub: Notice u/s 206(1) of the Companies Act, 2013 – M/s. TRISTAR TRANSPORT (INDIA) PRIVATE LIMITED – CIN: U50100KL2018FTC054730 – reg.

***********

With reference to the above, you are requested to furnish following information to this office, as detailed below:

1. Provide details of all the actions taken by the company to identify its significant beneficial owner in terms of section 90 of the Companies Act. 2013.

2. Provide details of the individual(s) [name, PAN (if any), DIN (if any), Passport number, Nationality, correspondence address, email address] who exercise(s) control or significant influence on the company in terms of the provisions of section 90 of the Companies Act, 2013 rlw rules made thereunder

3. Did the company comply with the mandatory compliance of issuing a BEN-4 notice as required in rule 2A(2) of the Companies (Significant Beneficial Owners) Rules, 2018? If no provide reasons thereof.

4. Provide details of all the BEN-4 notices issued by the company, alongwith a copy thereof. You are also required to provide a copy of the replies received in this regard. For all correspondences, provide a despatch proof and proof of receipt on the part of the company. Also furnish the information in the following format in respect of each BEN-4 notice issued by the company:

5. Provide the details of the application moved by the company to the NCLT in terms of section 90(7) of the Act r/w rule 7 of the Companies (Significant Beneficial Owners) Rules, 2018, on the ground that no reply was received on the BEN4 notice issued by it, or the reply that was received was unsatisfactory. If no such application was moved, provide the reasons thereof.

6. It is stated that body corporate [Indian or abroad] it includes a foreign LLP but does not include Indian LLP is a member/shareholder of the company holding 10% or more shares in the company as per filing and falls in the description provided in clause (i) of Explanation III to rule 2(1)(h). Please provide the details of all the upstream entities [name of the entity, country of registration/incorporation, unique identification number allotted by the respective registry] right upto the ultimate holding company alongwith the details of shareholdings in respect of each layer of shareholding. Also provide the details of the individual [name, PAN (if any), DIN (if any), Passport number, Nationality, correspondence address, email address] who holds majority stake in the ultimate holding company.

7. It is stated that HUF is a member/shareholder of the company holding 10% or more shares in the company as per filing and falls in the description provided in clause (ii) of Explanation III to rule 2(1)(h). Provide the details of the karta [name, PAN, DIN (if any), Passport number, Nationality, correspondence address, email address] of the HUF. Also provide the PAN of the HUF.

8. It is stated that partnership under the Indian Partnership Act, 1932 or a Indian LLP is a member/shareholder of the company holding 10% or more shares in the company as per filing and falls in the description provided in clause (iii) of Explanation III to rule 2(1)(h). Provide the details of all the partners of the said partnership entity [name, PAN (if any), DIN (if any), Passport number, Nationality, correspondence address, email address].

9. It is stated that Trust is a member/shareholder of the company holding 10% or more shares in the company as per filing and falls in the description provided in clause (iv) of Explanation III to rule 2(1)(h). State whether such trust is discretionary, charitable, specific or revocable. Also provide the following details of all the author/settlor, trustees and beneficiaries of such trust:

i. Name [author/trustee/bene]

ii. PAN

iii. DIN

iv. Passport Number

v. Nationality

vi. Correspondence address

vii. Email address

Also provide a copy of trust deed.

In view of this, you are directed to furnish the above information/explanation as sought by this office within 7 days hereof failing which necessary proceedings will be initiated without any further information.

Yours faihfully

Asst. Registrar of Companies
Kerala

Form BEN-4
[Pursuant to section 90(5) of the Companies Act, 2013, rule 2A, 6 and rule 71
TRISTAR TRANSPORT [INDIA] PRIVATE LIMITED
CIN: U50100KL2018FTC054730
Reg Office: Room No 46, DID Samudra Darshan [DID Ocean Mall],
40/1803, D21, Marine Drive, Kochi, Ernakulam – 682011

28 February 2024

To:

Tristar Transport LLC
Jebel Ali Industrial Area 2, PO Box 51328
Dubai, UAE

Subject Notice under sub-section (5) of Section 90 of the Companies Act, 2013 and rules made thereunder

The Company has reasonable cause to believe that*:

• you are a significant beneficial owner of the company;
• have knowledge of the identity of significant beneficial owner/another person…………….. likely to have such knowledge;

• being a member hold not less than 10% of the shares/voting rights/rights on dividend or any other distribution in the company
• have been a significant beneficial owner of the company during the three years immediately preceding the date ofthis notice, and

in respect of the above significant beneficial ownership, the return prescribed under Section 90 of the Act has not been filed in compliance with the Ad.

You are accordingly advised to give the following information within 30 days of the date of this notice in accordance with the section 90 of the Companies Ad, 2013:

1. Name and Address of the Beneficial Owner

2. PAN of the B.0

3. Name of the person/entity/trust/body etc in whose name the shares/rights are registered/held

4. Date of acquiring beneficial interest

5. Documents, terms and conditions or any other particulars regarding the BO Ownership.

6. Reason for not filing dedaration in Form No. BEN-1.

7. Any other information incidental to or relevant or in your possession or e to enable the company to evaluate this matter.

* A copy of Form No. BEN-1 is attached for compliance.

The abovementioned particulars should be submitted in writing to the registered address of the company not later than 30 days of the date of this notice failing which the company shall proceed in the matter without-further notice as per the provisions

SHANMUKHAN CHANDRAKESHRA PILLAL
Name $ Signature
(Person authourized to issue notice )

Goverment of India
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
El 0484-2421626

No. ROCK/90(4A) & 90(5)  /Tristar Transport/aeloco- SI-2024                   Dated.02.08.2024

NOTICE OF ADJUDICATION FOR DEFAULT UNDER SECTION 90(4A) & 90(5) OF COMPANIES ACT, 2013

Company Name: M/s. TRISTAR TRANSPORT (INDIA) PRIVATE LIMITED

CIN: U50100KL2018FTC054730

Whereas the company was registered on 20.09.2018, under the Companies Act, 2013, (hereinafter referred by to as Act) having Registered Office at ROOM NO.46, DD SAMUNDRA DARSHAN (DD OCEAN MALL) 40/1803 D,21, MARINE DRIVE NA, KOCHI, Ernakulam, Kerala, 682011, India.

Whereas, sub-section (4A) of the section 90 of the Companies Act, 2013, stipulates that Every company shall take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require him to comply with the provisions of this section.]

Whereas, sub-section (5) of the section 90 of the Companies Act, 2013, stipulates that A company shall give notice, in the prescribed manner, to any person (whether or not a member of the company) whom the company knows or has reasonable cause to believe—

(a) to be a significant beneficial owner of the company;

(b) to be having knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge; or

(c) to have been a significant beneficial owner of the company at any time during the three years immediately preceding the date on which the notice is issued,

and who is not registered as a significant beneficial owner with the company as required under this section.

Whereas Rule (6) of The Companies (Significant Beneficial Owners) Rules,2018 stipulates that A company shall give notice seeking information in accordance with under sub-section (5) of Section 90, in Form No. BEN-4.

This office has issued notice u/s 206(1) of the Act on 23.02.2024 to the company seeking details of action taken by the company to identify its significant beneficial owner in terms of section 90 of the Act. Based on the reply of the company and as per MCA records it is seen that Mr. Eugene Aloysious Mayne is holding Significant Beneficial Ownership in the subject company w.e.f 20.09.2018 and Beneficial owner vide declaration dated 28.02.2024 informed the same to company in e form BEN 1. The company has filed e-form BEN-2 attaching BEN 1 on 01.03.2024. The date of receipt of the aforesaid declaration by the company was on 29.02.2024. However, it is noticed that the company has filed e-form BEN-2 attaching BENI (Declaration by SBO) and BEN 4 (Notice under sub section (5) of Section 90) for the said person on 01.03.2024 after the issuance of notices under Section 206(1) of the Act by this office.

It is further noticed that Notice under sub section (5) of Section 90 in Form No BEN 4 was issued by the company only on 28.02.2024 and failed to take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require him to comply with the provisions of this section.

As per Rule (3) The Companies (Significant Beneficial Owners) Rules,2018 every individual who is a significant beneficial owner in a reporting company, shall file a declaration in Form No. BEN-1 to the reporting company within ninety days from date of commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019.As the date of commencement of rules falls on 08.02.2019,significant beneficial owner should have filed declaration within 08.05.2019 and the company should have filed e form within 08.06.2019.However, it is noticed that Significant Beneficial Owner have filed declaration in Form No. BEN-1 to the company belatedly on 28.02.2024 and the company has filed the e form BEN 2 on 01.03.2024.The company has failed to take necessary steps to identify significant beneficial ownership and file return of significant beneficial ownership of the company within the prescribed time. Hence, there is violation of provisions of Section 90 of the Companies Act, 2013 for the period 08.06.2019 to 01.03.2024.

Whereas, sub-section (11) of the section 90 of the Companies Act, 2013, stipulates that if a company, required to maintain register under sub-section (2) and file the information under sub-section (4) or required to take necessary steps under sub­section (4A), fails to do so or denies inspection as provided therein, the company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day, after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of twenty five thousand rupees and in case of continuing failure, with further continues, subject to a maximum if one lakh rupees.

In this regard, it is concluded that you have not properly complied with Section 90(4) and the company and every officer of the company who is in default are liable for penal action under section 90(11) of Companies Act, 2013.

Now, therefore the addressee (being the company, every officer of the company who is in default) as the case may be are hereby called upon to show cause as to why adjudication proceedings should not be initiated as provided under section 454 read with the companies (Adjudication of Penalties) Amendment Rules, 2019 for contravention of Section 90 of the Companies Act, 2013.

Take notice that if no reply is received & or cause shown Within 15 Days from the date of issue of this notice, necessary orders imposing the penalty against the addresses shall be passed by the Adjudicating Authority, ex-parte. The penal provision as envisaged under section 90(11) of the Act includes, if a Company is in default in complying with the provisions of this section, the company shall be liable to a penalty of five lakhs rupees and every officer of the company who is in default shall be liable to a penalty of twenty five thousand rupees.

Registrar of Companies
Kerala

To

1. TRISTAR TRANSPORT (INDIA) PRIVATE LIMITED
VC‘  Room No.46, Dd Samundra Darshan (Dd Ocean Mall)
40/1803 D,21, Marine Drive Na,Kochi,
Ernakulam,Kerala,682011,India

2. Sri. Kazhakuttam Kunjuraman Vikraman

_3. Sri. Shanmukhan Chandrasekhara Pillai