Adjudication order for violation of section 188 of Companies Act, 2013 in the matter of M/s. Stanley Lifestyles LTD.

F. No:9/27/ADJ/ROC(B)/SEC.188 of 2013/ RD(SER)/2025 BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION MINISTRY OF CORPORATE AFFAIRS, HYDERABAD IN THE MATTER OF COMPANIES ACT, 2013 IN THE MATTER OF STANLEY LIFESTYLES LIMITED

Ms. Subha Sunil

• No. 1/1, Flat S-2, Skyline May Flower Apts, Leonard Lane, Richmond Town, Bengaluru, Karnataka — 560025.

2. Mr. Sunil Suresh No. 275, 10 Cross, Wilson Garden, Bangalore, Karnataka —- 560027.

,

(ities Appellants

Date of hearing: 24.07.2025

Present: Mr. Vinu Thomas, Company Secretary in Practice.

ORDER

1. M/s. STANLEY LIFESTYLES LIMITED has filed an appeal under section 454(5) of the Companies Act, 2013 along with the above appellants in e-form ADJ vide SRN AB4223973 dated 25.05.2025 against the adjudication order issued vide F.No. ROCB/Adj.454-188/Stanley Lifestyle/Co.No.044090/2025/6683, 6684 dated 25.03.2025 under section 454(5) of the Companies Act, 2013 read with section 188 of the Companies Act, 2013 passed by the Registrar of Companies, Bangalore.

2. Registrar of Companies in his Adjudication order dt. 25.03.2025 has stated after considering the facts and circumstances of the case that the company and its directors are liable to penalty as prescribed under Section 188(5) of the Act for violation of Section 188 of the Companies Act, 2013. Further, Registrar of Companies, Bangalore passed an order dated 25.03.2025 after hearing Mr. Vamsikrishna. K & Mr. Vinu Thomas, Practising Company Secretaries on 06.03.2025 and by fixing a penalty as under:

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Penalty as per Companies Act, 2013

S.No. Particluars Penalty imposed under section 118(5) Ms. Subha Sunil, Wholetime Director Rs.25,00,000/Mr. Sunil Suresh, Managing Director Rs.25,00,000/-

3. The matter was heard on 24.07.2025. Mr. Vinu Thomas, Company Secretary in practice/Authorised representative has attended the personal hearing on behalf of the applicants on 24.07.2025.

4. The Authorized representative contended that the violation relates to the period 2018-19, 2019-20 and 2020-21 when the Company was an unlisted company. The Company got listed on 28.06.2024 after which it was listed on Stock Exchange for trading. However, the AO has imposed the penalty as per listed company.

5. The contention of the appellant is accepted and the penalty at the time of the violation shall be imposed, i.e., Rs.5,00,000/- which is the liable penalty for an unlisted company in the place of Rs.25,00,000/- imposed by the AO which is the penalty for a listed company.

6. The order of the AO is accordingly modified.

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Issued on this ine day of September 2025.

Ra PatsT/ RICHA KUKREJA arr fercern (Wa.S.3me.)/ REGIONAL DIRECTOR(S.E.R.) sausig JHYDERABAD )

Copy for information and necessary action to:

1. Registrar of Companies, Ministry of Corporate Affairs, Bangalore, Karnataka.

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

Ra PHta/ RICHA KUKREJA atte fede (wa.S.31N.)/ REGIONAL DIRECTOR(S.E.R.) gauraig_ /HYDERABAD

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