Penalty Imposed for Non-Acknowledgement of Notices at Registered Office

Naturo Indiabull Limited and its officers faced penalties under Section 12(1) and Section 12(8) of the Companies Act, 2013 for failing to acknowledge notices sent to their registered office. Despite filing a change of address in December 2023, communications sent in February 2024 were not acknowledged. The company claimed delays in updating records due to logistical challenges, but the Registrar of Companies deemed the response unsatisfactory. After multiple hearings, it was determined that the company and its officers were in violation from February to May 2024. A total penalty of ₹3,00,000 was imposed on the company, its CFO, and Managing Director for 116 days of default. Failure to comply with the penalty could lead to further fines or imprisonment under Sections 454(8)(i) and 454(8)(ii) of the Companies Act. The company was instructed to pay the penalty through the MCA portal, with a right to appeal the decision within 60 days. Non-payment of the fine may result in additional legal consequences.

Government of India
Ministry of Corporate Affairs
Office of Registrar of Companies cum Official Liquidator
Attached to Rajasthan High Court, Jaipur Bench at Jaipur
Corporate Bhawan, G/6-7, Residency Area, Civil Lines, Jaipur – 302001

Order for Penalty under Section 454 of the Companies Act, 2013 Read with Companies (Adjudication of Penalties) Rules, 2014 And Companies (Adjudication of Penalties) Amendment Rules, 2015 For the Violation of Section 12(1) of the Companies Act, 2013 In the Matter of:

01. Naturo Indiabull Limited, Company

House No. M-43 and 44, Raghu Vihar M Block, Shipra Path, Mansarovar, Jaipur, Rajasthan- 302020.

02. Shri Rahul Khurana, CFO (KMP)

03. Shri Gaurav Jain, Managing Director

….. Respondents

Date of hearing — 23.07.2024

Present: –

01. Shri Ruvit Kumar, ROC-Cum-OL, Rajasthan, Jaipur

02. Shri Raunak Agrawal, AROC-cum-AOL, Rajasthan, Jaipur

03. Shri Gaurav Jain, Managing Director of the Respondent Company.

ADJUDICATION ORDER

1, Appointment of Adjudicating Officer: –

WHEREAS the Ministry of Corporate Affairs vide its Gazette Notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties) Rules, 2014. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 12(8) of the Companies Act, 2013.

2. Respondent Company:

WHERAS Naturo Indiabull Limited (CIN L72900R12016PLC055890) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at House No. M-43 and 44, Raghu Vihar M Block, Shipra Path, Mansarovar, Jaipur, Rajasthan- 302020.

3. Relevant provisions of the Companies Act, 2013: –

WHEREAS as per the provision of section 12(1) of the Companies Act, 2013 “a company shall, within thirty days of its incorporation and at acknowledging all communications and notices as my be addressed to it.”

WHEREAS as per provision of section 12(8) of the Companies Act, 2013 “if any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.”

4. Facts of the Case:

• That this office has issued/addressed a letter dated 06.02.2024 at the registered office of the Respondent Company. The same has been returned undelivered from the Postal Authorities with remark “………”.

Based on the above facts, this office is in view that the Respondent Company and its officer’s in default have violated the provision of section 12(1) of the Companies Act, 2013.

• Therefore, this office has issued a Show Cause Notice dated 31.05.2024 to the Respondent Company and its officer’s in default and directed them to furnish their replies in the matter. However, the above Show Cause Notice issued/addressed at the registered office of the Respondent Company was once again returned undelivered from the Postal Authorities.
• However, Shri Gaurav Jain, Managing Director of the Respondent Company has furnished its reply vide letter dated 10.06.2024 stating as under: –

I. The Respondent Company has recently undergone a change of its registered office address and the new registered office address is House No. M- 43 and 44, Raghu Vihar, M Block, Shipra Path, Mansarovar, Jaipur, Rajasthan-302020 effective from 25.11.2023.

II. The Respondent Company has filed e-Form INC-22 with Registrar on 01.12.2023.

III. The relocation process involved significant staff movement and data transfer, which have taken more time than initially anticipated. The Respondent Company has been ensuring that all company data, records, and communications are securely and accurately transferred to the new location. This comprehensive process has been essential to maintain the integrity and continuity of our operations but is has also contributed to delays in our response time and correspondence management.

• The reply furnished by the Respondent Company has been examined by this office and observed that the letter and Show Cause Notice issued/addressed to the updated registered office address. However, the Respondent Company has not acknowledged the same.

Therefore, the reply furnished by the Respondent Company was found unsatisfactory and this office has issued an Adjudication Notice dated 26.06.2024 to the Respondent Company and its officer’s in default and fixed a date of hearing in the matter on 16.07.2024.

• Further, at the time of hearing, Shri Gaurav Jain, Managing Director of the Respondent Company has appeared in the matter and requested Competent Authority to adjourn the matter to furnish more documentary evidence in the matter.

The above request was considered by the Competent Authority and the matter was adjourned for hearing on 23.07.2024.

• Further, at the time of hearing, Shri Gaurav Jain, Managing Director of the Respondent Company has appeared in the matter and submitted that the Adjudication Notice dated 26.06.2024 issued/addressed at the registered office address was received by the Respondent Company which proves that the Respondent Company is maintaining its registered office address and requested Competent Authority to impose a minimum penalty in the matter.
• The submission furnished by Shri Jain has been viewed by the Competent Authority and observed that there is a clear default between the period of 06.02.2024 to 31.05.2024 as the letter/notice issued/addressed at the registered office address of the Respondent Company was not acknowledged by the Respondent Company in compliance of section 12(1) of the Companies Act, 2013.
• In view of the above facts, the undersigned has reasonable cause to believe that the provision of section 12(1) of the Companies Act, 2013 has not been complied with by the Respondents and therefore liable for penal action under section 12(8) of the Companies Act, 2013. Accordingly, in exercise the power of 454(3) of the Companies Act, 2013, I am inclined to impose a penalty on the respondents, as under:

I am of this opinion that penalty is commensurate with the aforesaid failure committed by the respondents and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) Amendment Rules, 2019 under intimation to this office.

5. Appeal against this order may be filed in writing with the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in e-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) & 454(6) of the Companies Act, 2013 read with Companies (Adjudicating of Penalties) Rules, 2014).

6. Attention is also invited to section 454(8)0) and 454(8)(11) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which
may extend to five lakh rupees and officer in default shall be punishable with imprisonment 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 rupees or both.

7. In terms of the provisions of sub-Rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to the following: –

I. Naturo Indiabull Limited at House No. M-43 and 44, Raghu Vihar M Block, Shipra Path, Mansarovar, Jaipur, Rajasthan- 302020.

II. Shri Rahul Khurana

III. Shri Gaurav Jain

IV, Regional Director, NWR, Ministry of Corporate Affairs, Ahmedabad at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat-380 013.

The adjudication notice stands disposed off with this order.

File No. ROCJP/SCN/Sec 12/2024-25/1332

Dated: 25/07/2024