SBO Declarations: A Significant Compliance Challenge

Through an order dated May 6, 2024,¹ the Registrar of Companies (the "RoC") of NCT Delhi and Haryana imposed an order of penalty against Leixir Resources Private Limited ("Company") for non-compliance with the disclosure requirements mandated for significant beneficial ownership under Section 90 of the Companies Act, 2013 (the "Act").

Vide a notice issued by the RoC to the Company on February 7, 2024, the RoC required information to determine whether the Company was required to comply with Section 90 of the Act. Through a reply dated February 20, 2024, the Company stated that it was not required to furnish any declaration in Form BEN – 1, as required under Section 90 of the Act, given that no individual held any indirect right or entitlement in the Company and could not be considered to be a Significant Beneficial Owner ("SBO"). It further stated that Comvest Leixir Holdings LLC ("Comvest Leixir Holdings") is the ultimate holding company of the Company and