The Registrar of Companies, Mumbai, adjudicated penalties under Section 454 read with Section 450 of the Companies Act, 2013 against Naturedge Beverages Private Limited and its officers for incorrectly reporting board meetings in Annual Returns (Form MGT-7A) for FY 2020-21. Three board meetings held during the financial year were not mentioned in the return, constituting a default under Section 92(1). The company and officers submitted all relevant documents, including board notices, minutes, attendance sheets, and authorization for using corporate office premises. The default was acknowledged as clerical and typographical, and the company was classified as a small company under Section 2(85), invoking Section 446B for proportional penalty assessment. Considering the minor nature of the violation and proper submissions, the adjudicating officer imposed a penalty of Rs. 5,000 on the company and Rs. 5,000 each on the officers in default. The order underscores the importance of accurate statutory filings while ensuring procedural fairness through e-hearing and document verification.
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/00872 Dated: 01/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 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:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
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 450 of the Act for default of Section 92 (1) of the Act with respect to filling incorrect details of board meetings in Form MGT 7A.for F.Y 2020-2021 and 2021-2022.
The provisions of Section 92(1) reads as follows:
92. Annual return.
(1) Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding;
a. its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
b. its shares, debentures and other securities and shareholding pattern;
c. 5[Omitted]
d. its members and debenture-holders along with changes therein since the close of the previous financial year;
e. its promoters, Directors, key managerial personnel along with changes therein since the close of the previous financial year;
f. meetings of members or a class thereof, Board and its various committees along with attendance details;
Whereas the Applicants have stated that the Company filed its Annual Returns for Financial Year (hereinafter referred to as F.Y) 2020-2021 in E-form MGT-7A vide SRN T91730242 on 01.04.2022. However, three board meetings held on 05.04.2020, 17.07.2020 and 29.12.2020 were not mentioned in the said Annual Return. Thus, the Company has failed to file correct details regarding board meetings held in F.Y 2020-21 in the said Annual Return, in contravention of provisions of Section 92(1) 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 the 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 03:00 PM (IST) and notice bearing ID: EH/ADJ/10-2025/MB/00866 dated 31.10.2025 was issued for the same.
E. Order:
1. A.A Show Cause notice bearing ID: SCN/ADJ/09-2025/MB/02616 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 450 for default under Section 92(1) of the Act.
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 03:00 PM (IST) and notice bearing ID: EH/ADJ/10-2025/MB/00866 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. Applicants have admitted the default.
ii. The Company filed its Annual Returns for Financial Year (hereinafter referred to as F.Y) 2020-2021 in E-form MGT7A vide SRN T91730242 on 01.04.2022. However, three board meetings held on 05.04.2020, 17.07.2020 and 29.12 re not mentioned in the said Annual Return. Thus, the Company has failed to file correct details regarding board meetings held in F.Y 2020-21 in the said Annual Return, in contravention of provisions of Section 92(1) of the Act.
F. Considering the facts and submission of the noticees, the Adjudicating officer is of the view that the Applicants have submitted all the documents sought vide Show Cause Notice dated 25.09.2025 and it is observed from the minutes book, notices etc; that the Company failed to file correct details with regard to board meetings held in F.Y 2020-21 in the said Annual Return, in contravention of provisions of Section 92(1) of the Act.
G .Further, as per the E-form MGT 7A filed on 29.03.2022 vide SRN T91730242, the paid up capital of the Company was Rs.1,50,000/- and turnover was Rs.2,98,44,569.55/-. Therefore, being a Small Company under provisions of Section 2(85) of the Act, the Company and its officers in default are liable for penalty under Section 450 subject to the provisions of Section 446B of the Act.
H. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notificion dated 24th March 2015, I hereby impose a penalty of Rs.5,000/- (Rupees Five Thousand only) on the Company and Rs.5,000/- (Rupees Five Thousand Only) each on its every Officer in default namely Ms. Bhavna Sharma, Director (DIN: 03351958) and Mr. Siddhesh Sharma, Director (DIN: 00501455) respectively under Section 450 for default under Section 92(1) 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 | 5000 | 0 | 200000 |
| 2 | SIDDHESH SURESH SHARMA having DIN as 00501455 | NA | 5000 | 0 | 50000 |
| 3 | BHAVNA ANAND SHARMA having DIN as 03351958 |
NA | 5000 | 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
