The Registrar of Companies, Mumbai adjudicated a penalty under Section 454 for violation of Section 134(3)(b) and 134(8) of the Companies Act, 2013 after the company self-reported that its Directors’ Report for FY 2020–21 incorrectly disclosed the number of board meetings. Although thirteen meetings were held, the report mistakenly stated ten, making the filing non-compliant. During adjudication, the company and directors submitted notices, minutes, attendance sheets, and venue details, explaining that the error was inadvertent and clerical, with no impact on stakeholders. They also noted that the company qualified as a small company, entitling it to reduced penalties under Section 446B. After hearing the parties, the Adjudicating Officer confirmed the misreporting and treated the filing date of AOC-4 (01.01.2022) as the date of default. Considering mitigating factors, a penalty of ₹1,50,000 was imposed on the company and ₹25,000 each on the two directors, payable within 90 days with appeal rights preserved.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/11-2025/MB/00875 Dated: 03/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to NATUREDGE BEVERAGES PRIVATE LIMITED [herein after known as Company] bearing CIN U15490MH2017PTC299954, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at C/704, PRAMUKH PLAZA, CARDINAL GRACIOUS ROAD, CHAKALA, ANDHERI EAST, NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400069
Individual details:
In the matter relating to SIDDHESH SURESH SHARMA………………….
In the matter relating to BHAVNA ANAND SHARMA……………………
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas, the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) received a suo-motu Adjudication Application dated 17.06.2025 filed by the Company, Ms. Bhavna Sharma, Director (DIN: 03351958) and Mr. Siddhesh Sharma, Director (DIN: 00501455) (hereinafter referred to as the Applicants) under section 454 read with Section 134(8)of the Act for default of Section 134(3)(b) of the Act with respect to filling incorrect details regarding number of board meetings in Directors Report.
Whereas Section 134(3)(b) of the Act reads as follows:
(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include;
(b) number of meetings of the Board;
Whereas the applicants have stated that the Company held thirteen board meetings in Financial Year (hereinafter referred to as F.Y) 2020-21. However, in the Directors Report attached with the Financial Statements for F.Y 2020-21 filed vide e-form AOC4 bearing SRN T67298976 dated 01.01.2022, number of board meetings is inadvertently mentioned as ten .Thus, the Company has failed to mention correct details with regards to the number of board meetings held in F.Y 2020-21 in the said Directors Report in contravention of provisions of Section 134(3)(b) of the Act.
Whereas, the Company is directed to provide the following documents with respect to every Board meeting held in F.Y 2020-2021:
i. Notices of Board meetings sent to the Directors along with the acknowledgement. If the said notice was sent vide email , provide the trail mail regarding delivery of the said notice and if it was sent vide speed post , provide the tracking receipts of each consignment sent for the same
ii. Minute Book for F.Y 2020-2021
iii. Attendance sheet of every Board Meeting,
iv. Mention the place where each Board meeting was held. If the said meetings were not held in the Registered Office of the Company, specify whether the place is owned/leased/rented by the Company, else provide the booking details of the venue for the said Board meetings along with invoice/payment receipts for the same.
2. In view of reply received on E-adjudication portal, an opportunity of being heard was granted by the Adjudicating Officer to the said noticees under the provisions of Section 454(4) of the Act for further clarification. Accordingly, an E-hearing was scheduled on 04.11.2025 at 03:20 PM (IST) and notice bearing ID: EH/ADJ/10-2025/MB/00868 dated 31.10.2025 was issued for the same.
E. Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/09-2025/MB/02618 dated 25.09.2025 was issued to the Company and its Officers in default namely Ms. Bhavna Sharma, Director (DIN: 03351958) and Mr. Siddhesh Sharma, Director (DIN: 00501455) (hereinafter referred to as noticees) under Section 454 read with Section 134(8) for default under Section 134(3) (b) of the Act for the financial year 2020-21 (hereinafter referred to as F.Y. 2020-21). B.A reply on behalf of all the noticees to the said Show Cause Notice was received on the E-adjudication portal on 15.10.2025 along with the following documents: i. Notices of the Board meetings held during the F.Y. 2020-21 along with the proof of sending and delivery of Notice to the Directors. (The Applicants have stated that the Notices of the Board meetings were hand delivered to the Directors at the addresses registered with the Company). ii. Copies of the Minutes of the meeting of the Board of Directors held during the F.Y. 2020-21.iii.Attendance sheet of the meetings of the Board of Directors held during the financial year 2020-21.iv.Authorization letter dated 20.09.2017 from Shree Baidyanath Ayurved Bhawan Private Limited to use their premises situated at BAIDYANATH BHAVAN, GREAT NAG ROAD, NAGPUR-440024 for the purpose of corporate office. C. Further, the noticees submitted as follows: i. The Board meetings were held at the corporate office of the Company situated at Baidyanath Bhawan, Great Nag Road, Nagpur-440024, which is belonging to the group company namely, Shree Baidyanath Ayurved Bhawan Private Limited and it has granted permission to the Company for using the said premises for the purpose of corporate office of the Company. ii. The Company was a small company during the F.Y 2020-21 and accordingly, the provisions of Section 446B of the Act would apply while imposing a penalty on the Company and its Officer in default. iii. The noncompliance(s) are typographical and clerical in nature and occurred inadvertently. Therefore, the Applicants requested to levy a small penalty. iv. The nature of contravention has not affected public interest or interest of any stakeholders materially. D. In view of reply received on E-adjudication portal, an opportunity of being heard was granted by the Adjudicating Officer to the said noticees under the provisions of Section 454(4) of the Act for further clarification.
Accordingly, an E-hearing was scheduled on 04.11.2025 at 03:20 PM (IST) and notice bearing ID: EH/ADJ/10-2025/MB/00868 dated 31.10.2025 was issued for the same. E. The said E-hearing was attended by Ms. Akanksha Mota, Company Secretary in practice on behalf of the noticees, who submitted as follows: i. The Company held Thirteen board meetings in F.Y 2020-21. However, in the Directors Report attached with the Financial Statements for F.Y 2020-21 filed vide E-form AOC-4 bearing SRN T67298976 dated 01.01.2022, the number of board meetings is mentioned as Ten. Thus, the Company has failed to file correct details with regards to the number and dates of board meetings held in the said Directors Report in contravention of provisions of Section 134(3) (b) of the Act. ii. Further, during the period of default the Company was Small Company as per provisions of Section 2(85) of the Act. Therefore, the provisions of Section 446B are applicable while determination of penalty on the Company and its officers in default. F. Considering the facts and submission of the noticees, the Adjudicating officer is of the view that the Applicants has submitted all the documents sought vide Show Cause Notice at 25.09.2025 and it is observed from the minutes book, notices etc; that the total number of meetings held was mentioned as Ten instead of Thirteen. Thus, the Company failed to mention the correct details and number of board meetings held during F.Y. in compliance of provisions of Section 134(3)(b) of the Act. G. The date of filing of E-form AOC-4 for F.Y. 2020-2021, that is 01.01.2022 is considered as the date of def lt under the aforementioned provision. H. Further, as per the E-form MGT 7A for F.Y. 2020-2021 filed vide SRN T91730242, the paid up share capital of the Company was Rs.1,50,000/ and turnover was Rs.2,98,44,569.55/-. Therefore, the Applicant Company was a Small Company under provisions of Sect of the Act, as it then was. Accordingly, the Company and its officers in default are liable for penalty under Section 134(8) subject to the provisions of Section 446B of the Act. I. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose a penalty of Rs.1,50,000/- (Rupees One Lakh Fifty Thousand only) on the Company and Rs.25,000/- (Rupees Twenty-Five Thousand Only) each on its every Officer in default namely Ms. Bhavna Sharma, Director (DIN: 03351958) and Mr. Siddhesh Sharma, Director (DIN: 00501455) under Section 134(8) read with Section 446B for default under Section 134(3)(b) of the Act.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | NATUREDGE BEVERAGES PRIVATE LIMITED having CIN as U15490MH2017P TC299954 | NA | 150000 | 0 | 300000 |
| 2 | SIDDHESH SURESH SHARMA having DIN as 00501455 | NA | 25000 | 0 | 50000 |
| 3 | BHAVNA ANAND SHARMA having DIN as 03351958 |
NA | 25000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Mumbai within a period of sixty days from the date of receipt of this order, in Form ADJ setting for 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 (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
