The Registrar of Companies (ROC), Mumbai, under the Ministry of Corporate Affairs, imposed penalties on Narayani Finance Limited and its Managing Director, Mr. Thakkar Natvarlal Ravikumar, for failing to file the Annual Return for FY 2020-21 as required under Section 92(4) of the Companies Act, 2013. Despite an extended due date of 28.01.2022 due to the COVID-19 pandemic and multiple show-cause notices, neither the company nor the officer responded or appeared for the scheduled e-hearing. The adjudicating officer, exercising powers under Section 454, imposed a total penalty of Rs. 1,48,200 on the company and Rs. 50,000 on the officer in default. The default period was calculated from 29.01.2022 to 11.11.2025, totaling 1383 days. The company and officer are required to rectify the default by filing the Annual Return within 90 days and pay the penalty via the e-Adjudication portal. Appeals can be filed with the Regional Director within 60 days.
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/00836 Dated: 11/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 92(5) 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 NARAYANI FINANCE LIMITED [herein after known as Company] bearing CIN U67120MH2003PLC142285, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 422, NEO CORPORATE PLAZA, RAMCHANDRA LANE EXTN., KANCHPADA, MALAD WEST NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400064
Individual details:
In the matter relating to THAKKAR NATVARLAL RAVIKUMAR [herein after known as individual] having DIN 08072680 and having its address at ___________
C. Provisions of the Act:
If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure 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.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the office of the Director General of Corporate Affairs vide letter no. CL-II-08/74/2022-O/o DGCoA-MCA dated 01.09.2022 directed the office of Registrar of Companies, Mumbai (hereinafter referred to as the ROC) to conduct an inquiry under Section 206(4) of the Companies Act, 2013 in the matter of the Narayani Finance Limited. Accordingly, the said Inquiry was conducted, and an Inquiry report was submitted on 29.11.2022.
Whereas the IO in his inquiry report observed that the Company has failed to file its Annual Return in E-Form MGT-7 for the Financial Year (hereinafter referred to as F.Y.) 2020-2021, in contravention of the provisions of Section 92(4) of the Act. Whereas during the period of Covid-19 pandemic, the ROC vide order dated 23.09.2021 had given an extension of 2 months for holding of the Annual General Meeting for F.Y. 2020-2021. Hence, the due date of filing Annual Return for F.Y. 20202021 was 28.01.2022 but the Company has not filed the said Annual Return in form MGT-7 till date.
2. As no reply was received to the show-cause notice on the E-adjudication portal. Hence, the Adjudicating officer granted another opportunity of being heard to the noticees and scheduled a E-hearing on 21.08.2025. Accordingly, a notice bearing ID: EH/ADJ/08-2025/MB/00686 dated 07.08.2025 was issued.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/06-2025/MB/02005 dated 24.06.2025 was issued to the Company and its Officers in default (hereinafter referred to as the Noticees) under Section 454 read with Section 92(5) of the Act via E-adjudication module for default under Section 92(4) of the Act for the financial year 2020-21.
B. No reply was received to the said Show Cause Notice dated 24.06.2025 on E-adjudication portal.
C. However, the Adjudicating Officer granted an opportunity of being heard to the noticees under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 21.08.2025 at 03:00 PM (IST) and notice bearing ID: EH/ADJ/08-2025/MB/00686 dated 07.08.2025 was issued for the same. No one appeared in the scheduled E-hearing.
D. On perusal of the e-filing of the Company on the MCA-21, it is observed that the Company has not filed its Annual Return for FY 2020-21 till the date of this order.
E. During the period of Covid-19 pandemic, the ROC vide order dated 23.09.2021 had given an extension of two months for holding of Annual General Meeting for F.Y. 2020-2021. Thus, the due date of filing Annual Return for F.Y. 2020-2021 was 28.01.2022. Ergo, the violation period is considered from 29.01.2022 to till date of order i.e., 11.11.2025, to be at a total of 1383 days.
F. Therefore, the Company and its officers in default namely Mr. THAKKAR NATVARLAL RAVIKUMAR (Managing Director and CFO) shall be liable to a penalty of Rs. 10,000/- for first default and Rs. 100/- per day for continued default of 1382 days that is Rs.1,38,200/- (Rupees One Lakhs Thirty-Eight Thousand Two Hundred only) subject to maximum penalty of Rs. 50,000/- (Rupees Fifty Thousands only) for officers in default under the provisions of Section 92(5) of the Act.
G. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose penalty of Rs.1,48,200/- (One Lakh Forty-Eight Thousand Two Hundred Only) on the Company and Rs. 50,000/- (Fifty Thousand Only) on Mr. THAKKAR NATVARLAL RAVIKUMAR (Managing Director and CFO) under the penal provisions of Section 92(5) for default of provisions of Section 92(4) 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 | NARAYANI FINANCE LIMITED having CIN as U67120MH2003P LC142285 | The Company and its officers in default are directed to file Annual Return for FY 2020-2021 as as required under Section 92(4) of the Companies Act, 2013 | 148200 | 0 | 200000 |
| 2 | THAKKAR NATVARLAL RAVIKUMAR having DIN as 08072680 |
The Company and its officers in default are directed to file Annual Return for FY 2020-2021 as as required under Section 92(4) of the Companies Act, 2013 | 50000 | 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.
aem05 user05,
Registrar of Companies
ROC Mumbai
