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GOVERNMENT OF INDIA
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F.NO.ROC/CHN/AIRMASTER/ADI /5.90 / 2024 DATE: -7 acT 2024

ADTUDICATION O RDER LINDER SECTION 90 O F THE COMPANIES ACT, 2OI3
IN THE MATTER OF M/S . AIRMASTER INDO PIAST PRIVATE LIMITED

1.A n udica

The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-

Ad.ll, dated 24.03.2015 has appointed Registrar of Companies, Chennai as

Adjudicating Officer in exercise of the powers conferred by section 454(1) of the

Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w
Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the

provisions of this Act.

2. Company: -

Whereas the company viz M/s. Airmaster Indo Plast Private Lirnited with
CIN: U74999TN2018FTC123812 (herein after referred as 'company' or 'subject

company') is a registered company with this offrce under the Companies Act,2013

having its registered office as per MCA21 Registry at Plot No. 270, Anna Street, Senthil

Nagar, Thirumullaivoyal Chennai,Tamil Nadu 600062. The financial & other details of
the subject company as available on MCA-21 ponal is stated as under:

Page 1of 12
 S.No. Particulars Detaiis
1 Company's Status Active
2. Filing Position Financial Statement: up to
31.03.2023
Annual Return: 31.03.2023
J. Paid up Capital P.ls.24,47,79,790/
a Revenue from Operation Rs.3,80,01,659/-
b. Other Income Nil
c. Profit for the Period (Rs.3,95,53,140/-)
4 Whether it is a Holding Company No
5 Whether it is a Subsidiary Company Yes
6 Whether company registered under No
Section 8 of the Act?
7 Whether company registered under No
any other special Act?

3. Directors/KMPs durins the period of violation

S Name of Director Designation Date of Date of

No Appointment Cessation
1 Mr. Mohammed Shafi Director 20.07.2018
Tharayitta
Kanhirathingal
2 Ms. Munvar khan Director 20.07.2018
Shabana Shafi

4. Section and Penal Provision as per Companies Act. 2013

Section 90 ofthe Companies Act, 2013- Register of significant beneficial owners in a

compzrny:

Q) Every indiuidual, who acting alone or together, or thrcugh one or more persons or
ftust, including a trust and persoDs resident outside India, holds beneficial interests, of
not less than twenty-frve per cent. or such other percentage as may be prescribed, in
shares of a company or the right to exercise, or the actual exercising of significant
influence or control as defined in clause (27) of section 2, over the company (herein
referted to as 'significant beneficial owner'), shall make a declaration to the company,
speci{ying the nature ofhis interest and other particulars, in such manner and within
such period ofacquisition of the benefrcial interest or rights and any change thereof,
as may be prescribed:

Provided that the Central Government may prescribe a class or classes ofpersons
who shall not be required to make declaration under this sub-section.

Page Z ot 72
 (2) Every company shall maintain a register of the interest declared by indiuiduak
under sub-section (1) and changes therein which shall include the name ofindividual,
his date of birth, address, details ofownership in the company and such other details as
may be prescribed.

(4) Every company shall file a return of significant benefrcial owners of the company
and changes therein with the Registrar containing names, addresses and other deUils
as may be prescribed within such time, in such form and manner as may be prercribed.

(4A). Every company shall take necessary steps to identi$t an indiuidual who is a
significant beneficial owner in relation to the comPany and rcquire him to comply
wiLh the provisions of this section.

(5)A company shall give notice, in the prescribed manner' to any Person (whethet or
not a member ofthe company) whom the company knows or has reasonable cause to
believe-

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

(b) to be having knowledge of the icientity of a signifrcant beneficial owner or
another person likely to have such knowledge; or
(c) to have been a significant benefrcial 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.

(6) The information required by the notice under sub-section (5) shall be given by the
concerned person within a period not exceeding thirty days of the date ofthe notice.

*Insened by the Companies (Amendment)Act,2019 w.e.f 15.08.2019

(7) The company shall,-

(a) where that person fails to give the comPany the information required by the notice
within the time specified therein: or

(b) where the information given is not satisfactory,

apply to the Tibunal within a period of fiIieen days of the expiry of the period
specified in the notice, for an order directing that the shates in question be subject to
restictions with regard to transfer of interest, susPension of all rights attached to the
shares and such other matters as may be prescribed.

(10) Ifanyperson fails to make a declaration as required under sub-section (1)' he shall
be liable to a penalty of fifty thousand rupees and in case ofcontinuing failure, with a
{urther penalty ofone thousand rupees for each day alter the frrst during which such
failure continues, subject to a maximum of two lakh rupees.

Page 3 of 12
 (11) Ifa company, required to maintain register under sub-section (2) and frle the
information under sub-section (4) or required to take necessary steps under sub-section
(4A), fails to do so or denies inspection as prouided therein, the company shall be liable
to a penalty ofone lakh rupees and in case ofcontinuing failure, with a further penalty
offrve hundred rupees for each day, alier the first during which such failure continues,
subject to a maximum of frve lakh rupees and every offrcer of the company who is in
default shall be liable to a penalty of twenty-frve thousand rupees and in case of
continuing failure, with a funher penalty of two hundred rupees for each day, alter
the frrst during which such failurc continues, subject to a maximum ofone lakh rupees.

(12) If any person wilfully {urnishes any false or incorrect information or suPPresses
any material information of which he is aware in the declaration made under this
section, he shall be liable to action under section 447.

Rule 2A of the Companies (Significant Beaeficial Ownen) Ru1es,20l8- Duty of the

reprting company,

(1) Every repofting company shall take necessary stePs to find out if there is any
individual who is a signifrcant benefrcial owner, as defined in clause (h) oftule 2, in
rclation to that reporting company, and ifso, identify him and cause such individual
to make a declaration in Form No- BEN-I.

(2) Without prejudice to the generality of the steps stated in sub-rule (1), every
reporting company shall in all cases where iB member (other than an individual), holds
not less than ten per cent of ils;-

(a) shares, or

(b) voring rights, or

(c) right to receive or pafiicipate in the diuidend or any other distribution payable in
a frnancial year, give notice to such member, seeking information in accordance with
subsecrion (5) ofSection 90, in Form No. BEN-4

'Rule 3 of the Companies (Significant Beneficial Ownen) Rules,20l9 :Declaration of

Significant Beneficial Ownership under Section 90 :

(l)
On the date of commencement of the Companies (Signifrcant Beneficial Owners)
Amendment Rules, 2019, every individual who is a signifrcant benefrcial owner in a
reporting company, shall file a declaration in Form No. BEN-I to the rePorting
company within ninety days from such commencement.

(2) Every indiuidual, who subsequently becomes a signifrcant beneficial owner,or

where his signifrcant beneficial ownership undergoes any change shall frle a
declaration in Form No. BEN-I to the reporting comPany, within thirty days of
acquiring such significant beneficial ownership or any change therein.

Page 4 of 12
 .substiruted by the Companies (Significant Beneficial Owners) Amendment Rules,
2019, w.e.f 08.02.2019

Rule 4 of the companies (signifrcant Beneficial owners) Rules,20lq-Retwn of

significant beneficial owners in shares:

[]pon receipt of declaration under rule 3, the reporting company shall frIe a rerurn in
Form No. BEN-2 with the Registrar in respect of such declaration, within a period o{
thirty days from the date of receipt of such declaration by it, along with the fees as
prescribed in Companies (Registration offices and fees) Rules, 2014'

Rule 6 of the companies (significant Beaeficial ownets) Ru1es,20l-. Notice seeking

infornation about signifrcant benefrcial owners-

A company shall give notice seeking information in accordance with under sub-section
(5) ofsection 90, in Form No. BEN'4.

Rule 7 of the companies (significant Beaeficial owners) Rules,20l8-.Application to

the Tibunal :

7.The rcporting company shall apply to the Tribunal,

(i) where any person fails to give the information required by the notice in Form No.
BEN-4, within the time specifred therein; or

(ii) where the information given is not satisfactory,

in accordance with sub-section (7) of Section 90, for order directing that the shates in
question be subiect to restrictions, including

(a) restrictions on the transfer of interest attached to the shares in question;

(b) suspension of the ight to receive diuidend or any other distribution in relation to
the shares in question;

(c) suspension of voting rights in relation to the sharcs in question:

(d) any other restriction on all or any ofthe rights atnched with the shates in question

5 Facts of the Case

A notice was issued ro rhe subject company under Section 206(1) of the cornpanies
Act, 2013 ot 07.02.2024 to ascertain compliance of section 90 of the companies
Act,2013 and rules made thereunder. In reply. Mr. Mohammed shafi T K, director of

the company vide letter dated 16.02.2024 submitted that for the yeal ended ftom

Page 5 of 12
 31.03.2019 to 31.03.2023, the company has a body corporare shareholder holding
more than 10olo shares in the company. It was confirmed by the body corporate
shareholders in response to Form BEN-4 issued by the company rhat there is no
individual holding majority stake as provided under the Companies (Significant
Beneficial Owners), Rules 2019. Since the company did nor have any Significant

Beneficial Owner being an individual as per the provisions of Section 90 of the

Companies Act,20l3 having any indirect right or enrirlemenr in the company, filing

of Form BEN-2 was not applicable to the company. The list of sharehoiders holding

not less than 10o/o of shares in the company for the FYs 2018-19 to FY 2022-23 is as

follows:

Name of the Percentage of Shareholding

Shareholder
FY20lS-19 I FY 20le-20 |
FY 2020 21 FY 2021-22 FY 2022-23

M/s. Air Master

I 56.t4oh
94.660/o 71.40o/o 55.360/o 55.360/o
Holding Limited,
UAE
Mr. Mohammed 0.00 0.00 0.00 0.00 0.00
Shafr T K I

Mr. Munvar Khan 5.340/o 28.600/o 43.860/o 44.640/o 44.630/o

Wahab Khan
Total lO0o/o 1000,6 100o/o 10006 100o/o

AIter that ROC Chennai had issued further notice under Section 206(3) of the
Companies Act, 2013 dated 23.02. 2024.The notices were issued for broadly
ascertaining the following compliances:

(i) Provide details of all the actions raken by rhe company to identify its
significant Beneficial Powner in terms of Section 90(4A) of the Companies
Act,20l3
(ii) Provide details of all the BEN-4 notices issued by the company along with a

copy thereof

(iii) Provide the details of the application moved by the company ro rhe Hon'ble

NCLT in terms of Section 90(7) of the Companies Act, r/w Rule 7 of the
Companies (Significant Beneficial Owners), Rules, 2018.

Page 6 of 12
 (i.r) Furnish the list of shareholders of M/s. Air Master Holdings Limited, UAE
from FY 2018-19 to till date etc.

Mr. Mohammed Shafi T K, director of the company vide letter dated 26.03.2024
submitted that the list of shareholders of M/s. Air Master Holdings Limited is as

follows. There has been no change in the shareholding of M/s. Air master Holdings

Limited, UAE from financial year 2018-19 to till date.

Sl.No Name No of Shares o/o of Holding

1. Azeeza Afreen Munvar Khan 72 12

2 Mohamed ]awahar Khan 144 24

3 Munvar Khan Wahab Khan 240 40

4 Sameera 72 72

5 Shabana Mohamed Shafi 72 T2

Total 600 100

Mr. Mohammed shafi does nor hoid any shares in M/s. Air Master Holdings Limited,

UAE, Mr. Munvar Khan Wahab Khan Holds 240 shares in M/s. Air Master Holdings

Limited and his shareholding remained the sarne from financial year 2018-19 to till
date.

Further, a notice has been issued to the company on 03.05.2024 to furnish the

shareholding agreement between Mr. Munvar Khan and the subject company &

Mr.Munvar Khan and holding company. Mr. Mohammed Shafi T K vide letter dated

15.05.2024 informed rhat there is no shareholding agreement entered between Mr.

Munvar Khan and company M/s. Airmaster Indo Plast Private Limited. Similarly, no

shareholding agreement has been entered between Mr. Munvar Khan and the holding

company M/s. Air Master Holdings Limited, UAE.

PaBe 7 of L2
 6. Issue of Adi Notice:

Based on reply of the company, it is seen that Mr. Munvar Khan Wahab Khan is

holding more than 100/o shares through direct and indirect holding. Hence, Mr.
Munvar Khan is a significant Beneficial Ovmer with respect to the company. Further,

the company has not fiIed e-form BEN-2 form for Mr. Munvar khan. Thus, there is a

violation ofthe provisions of Section 90 ofthe Companies Act,2013.

The Adjudicating Authority had issued Adjudication Notice to the company and its

directors vide Notice No. F.No.Roc.Chn/AIRMASTER INDO/5.90/2024 dt. 14.08.2024.

7 of Co and tion N
Mr. Mohammed Shafi T K vide letter dated 28.08.2024 requesred additional time to
submit detailed reply. After that no reply has been received.

8. Adiudica tion Hearins:

The Adjudicating Authoriry had issued notice of Hearing dated 04.09.2024 by fixing

the hearing on 10.09.2024 at 1l:10 AM. Pursuant ro the said notice, Mr. A. Kumar
Reddy, Company Secretary in Whole Time Pracrice appeared before the Adjudicating

Authoriry and made submissions rhat rhe company had issued notice in BEN-4, since

reply of the shareholder was satisfactory to the company, they were not filed BEN-2.

Hence, consider the matter accordingiy.

The company being a subsidiary with paid up capital of Rs.24 Crores and does not fall

under the definition of smail company as per provision of secrion 2(85) of the
companies Act, 2013. Therefore, of imposing the provision lesser penalry as per
section 446(b) shall not be applicable in this case.

9. Analvsis of Non- compliance of the Companie s Act, 2013

It is noticed that the company has issued BEN-4 notice ro its members on 06.03.2019.

Mr. Munvar Khan Wahab Khan who holds Significant Beneficial Ownership in shares

and the company failed to file form BEN-2. Thereby, violated Section 90(4) of the

Companies Act,2013 and the company and Officers in default are liable for penalry

under Section 90(11) ofthe Companies Act,2013.

Page 8 of 12
 Further, in rhis case Mr. Munvar Khan who holds Significant Beneficial ownership

in shares, has not submitted declaration in BEN-I, which led to violation of Section
g0(l) of the companies Act,2013, and he is liable for penalty under section 90(10) of

the Companies Act,2013.

The details of BEN forms related to the company is shown in the below table:

Date of Date of issue Due date for Date of Due date for Date of filing
acquiring of BEN-4 zubmission Receipt of filing BEN-2 BEN.2
significant of declaration
Beneficial declaration in BEN- I
Interest or in BEN-f
Change in SBO
NA 06.03.2019 05.04.2019 Not 30 days from Not filed
submitted the date of
received
declaration
ln SEN-1

8. Decision

Having considered the facts and circumstances of the case and aftel taking into

account the factors above, it is concluded that, the company has not filed e-form BEN-

2, thereby violated Sectiotr 90 (4) ofthe companies Act, 2013 and the company and
its officers in default are liable for penalry under section 90(11) of the companies

Act,2013.

Name of the Company and Penalty for default Maximum Limit for Penalty Imposed
OfEcers in defauit (Rs) Penalty
M/s. Airmaster Indo Rs. 1,00,0001 + Rs.5,00,0001 Rs.5,00,0001
Plast Private Limited Rs.500 for
continuing defaub
Mr. Mohammed Shafi Rs. 25,000/- + Rs. 1,00,000/- Rs. 1,00,000/-

Tharayitta Rs.200 for

Kanhirathin a1 continuing default

Mr. Munvar khan Rs. 25,000/- + Rs. 1,00,000/- Rs. 1,00,000/-

Shabana Shafi Rs.200 for

continuing default

Page 9 of 12
 Therefore, in view of the above said violation, in exercise of the powers vested to the

undersigned under Section 454(1) & (3) of the Companies Act, 2013, a penaity of

Rs. 5,00,000/- (Rupees Five lakhs) is imposed on the Company and Rs. 1,00,000/-

(Rupees one lakh) is imposed on each director as mentioned above. Totally

Rs.7,00,000/- (Rupees Seven lak}ls) as penalty amount for violation of Section 90(4) of

the Companies Act, 2013.

Further, the SBO has not submitted declaration in BEN-1 thereby violated Section

90(1) ofthe Companies Act,2013. Therefore, the SBO is liabie for penalty under Section

90(10) of the Companies Act,2013

Narne of the SBO Penalty for

default Maximum Limit Penalry
(R") for Penalty Imposed
Mr. Munvar Khan Rs. 50,000/- + .&s. Rs. 2,00,000/- Rs. 2,00,000/-
Wahab Khan 1000/- tbr continuing
default

Therefore, in view ofthe above said vioiation, in exercise ofthe powers vested to the

undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penaity of

Rs.2,00,000/- (Rupees Two lakhs) is imposed on the SBO for violation of Section 90(l)

ofthe Companies Act, 2013.

9. The said amount of penalty shall be paid through online by using the website
www.mca.gov.in(Misc. head) within 90 days of receipt of this order and intimate this

office with proof of penalty paid.

10. Whereas Appeal against this order may be filed with the Regional Director (SR),

Ministry of Corporate Affairs, 5m Floor, Shastri Bhavan, 26 Haddows Road, Chennai-

600006, Tamil Nadu within a period ofsixry days from the date ofreceipt ofthis order,

in Form ADf (available on Ministry website www.mc setting forth the

grounds of appeal and shall be accompanied by a certified copy of this order. (Section

454(5) & 454(6) of the Act read with Companies (Adjudicating of penalties) Rules,

2014

Page 10 of 12
 ll.Your arrenrion is also invited to section 454(8) of the Act in the event of non-
compliance of this order, "(8)(i) where company fails to comply with the order made

under sub-section (3) or sub-section (7), as the case may be, within a period of ninety

days from the date of the receipt of the copy of the order, the comPany shall be

punishable with frne which shall not be less than twenty flve thousand rupees but
which may extend to five lakh ruPees.

where an offrcer of a company or any other personJJ who is in default 9[6[5[fails to

comply with the order made under sub-section (3) or sub-section (7), as the case may

be within a period of ninety days from the date of the receipt ofthe copy of the orde4

such officer shall be punishable with impisonment which may extend to six months

or with fine which shall not be less than twenty-five thousand rupees but which may
extend to one lakh 'r with both.'' 'Do
,+-r-/^--."-'
Al (B. SRIKUMAR, ICIS)
iDESP REGISTRAR OF COMPANIES

i
a
t s? 0rl
dtt\ TAMILNADU, CHENNAI.
ADruDICATING OFFICER
I
To
d@t lNo'
1. F.NO.RO6/CHN/AIRMASTEN ADI/5.90/2O24
M/s. Airmaster Indo Plast Private Limited
CIN: U74999TN20 18FTC 1 2381 2
Plot No. 270, Anna Street, Senthil Nagar,
Thirumullaivoyal Chennai,Tamil Nadu 600062

2. F.NO.ROC/CHN/AIRMASTEN LDI/5.q0/2O24
Mr. Mohammed Shafi Tharayitta Kanhirathingal
(DIN:07557772)
Door No.9, Plot No.270, Anna Street
Senthil Nagar, Thirumullaivoyal
Vellanur, Chennai, Tamil Nadu 600062

3. F.NO.ROC/CHN/AIRMASTEN ADI/5.90/2O24
Ms. Munvar Khan Shabana Shafi
(DIN:07557816)
Door No.9, Plot No.270, Anna Street
Senthil Nagar, Thirumullaivoyal
Vellanur, Chennai, Tamil Nadu 600062

Page 11 of 12
 4. F.NO.ROC/CHN/ATRMASTEN ADI/5.90/2024
Mr. Munvar Khan Wahab Khan
270,Anna Street,
Senthil Nagar, Thirumullaivoyal
Vellanur, Chennai, Tamil Nadu 600062

Copy To

1. The Regional Director (SR)

Chennai ...... for information

2. The E-Governance Cell, Ministry of Corporate Affairs, New Delhi

Page L2 ol !2