e-Mail: roc jaipur@mea.gov.in ¢ goa err Tel. No.: 0741 2981914 ‘ro sre eae GOVERNMEN OF INDIA caret sr saree MINISTRY OF CORPORATE AFFAIRS meters, suc ePaegr ee ser eres OFFICE OF REGISTRAR OF COMPANIES CUM OFFICIAL LIQUDIAOTR, ele EMT a aTAT, TA, HET ATTACHED TO RAJASTHAN HIGH COURT, JAIPUR BENCH AT JAIPUR me ara, tg, atta ey, aftr ergs, sea. 302001 CORPORATE BHAWAN, G/6-7, RESIDENCY AREA, CIVIL LINES, JAIPUR- 302001 SPEED POST ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICTION OF PENALTIES) RULES, 2014 AND COMPANIES (ADJUDICATON OF PENALTIES AMENDEMENT RULES, 2015 FOR THE VIOLATION OF SECTION 42(7) OF COMPANIES ACT, 2013: - 01. Yotta Agro Ventures Private Limited, Company Plot No. C-5, First Floor, Cabin No. 2, Seat No. 5 Gujar Ki Thari, Shanti Nagar-C Mansarovar, Jaipur, Rajasthan- 302020. 02, Rituraj Sharma, Director 2/15, Rhb Colony, Near Satelite Hospital, Goverdhan Vilas, Girwa, Udaipur, Rajasthan- 313001. 03. Krishna Joshi, Director Flat No. 209, 2nd Floor, Street-Petunia, Phase-1, Manglam Aananda, Sanganer Railway Station, Sanganer, Ja/our, Rajasthan- 302029, sue Respondents: Date of hearing - 06.05.2024 Present: - 01. Shri Ruvit Kumar, ROC-Cum-OL, Rajasthan, Jaipur 02. Shri Raunak Agrawal, AROC-cum-AOL, Rajasthan, Jaipur 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 42(10) of the Companies Act, 2013. 2.Respondent Company: WHEREAS Yotta Agro Ventures Private Lin d (CIN UO1100RI2020PTCO68679) is registered with this office under the provisions of Companies Act, 2013 and havingregistered office at Plot No. C-5, First Floor, Cabin No. 2, Seat No. 5 Gujar Ki Theri, Shanti Nagar-C Mansarovar, Jaipur, Rajasthan- 302020. 3. Relevant provisions of the Companies Act, 2013: - WHEREAS as per provision of section 42(7) of the Companies Act, 2013 “no company issuing securities under this section shalll release ony public advertisement or utilize any media, marketing or distribution channels or agents to inform the public at large about such an issue.” WHEREAS as per provision of section 42(10) of the Companies Act, 2013 “subject to sub-section (11), ifa company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribes within a period of thirty days of the order imposing the penalty.” 4.Facts of the Case: > This office has received various complaint{s) in the matter of ZF Project 1 LLP from Shri Abhishek Modak stating that the said LLP isnot filing Form 3 & Form 4 with the Ministry of Corporate Affairs stating that the said LLP has collected money totaling Rs. 40 Cr. from the 400+ investors with the promise of making them partners in the said LLP and sharing profits of the business. The complainant has further stated that the above LLP has amended the initial LLP Agreement 12 times, v This office has _also__received reference and a etter No. SEBI/WRO/ILO/OW/P/04189/1/2024 dated 29.01.2024 from the Securities and Exchange Board of India {SBI}, Lacal Office, Indore enclosing therewith an interim order dated 29.01.2024 passed by the SEBI under section 14(4), 1114), 118(1) and LAO of the Securities and Exchange Board of India Act, 1992 read with Regulation 65 of the Securities and Exchange Sard of India (Collective Investment Schemes} Regulations, 1999 in the matter of Yotta Agro Ventures Private \imited, Firm Silo ‘Tech LLP and ZF Projects LLPs. During the examination of the complaints and references received from the SEBI, it was observed that the Respondent Company Yotta Agro Ventures Private Limited has filed e-Form PAS-3 filed vide SRN F47250717 dated 23.11.2022, whereby it has allotted 14,757 series A Non-Convertible debenture (having total amount to Rs. 1,47,37,000/-) to the 183 debenture holders having interest rate of 19% per annum. Further, it has been observed from the information available in public domain that Respondent Campany has used the service of TYKE Platform for issue of the above NCDs. Further, the Director/Promoter namely Shri Rituraj Sharma of the company in association with TYKE took an online “AMA” session on Youtube whereby he conducted ontine pitching session to interact and inform members registered on TYKE Channel regarding company’s background, services, values, performance, growth opportunities and to make public aware about the company, its working, area ofproblems and their solutions and makes statements/forecast regarding the company’s future growth to induce the public in the subscription of above NCDs. The link of the ‘AMA session is _https://www.youtube.comiwatch?v=yTXNiNZZh2Y, Further, the said NCDs were also publicised through other Social Media Platform including Twitter, Linkedin, Telegram etc. in various ways. Therefore, this office is in view that the Respondent Company, its directors and promoters have violated the provision of section 42(7) of the Companies Act, 2013. > Accordingly, this office has issued @ Show Cause Notice vide letter dated 06.12.2023 to the Respondent Company and directors/promoters. However, no reply in the matter has been received so far wv This office vide Adjudication Notice dated 16.01.2024 has fixed a date of hearing in the matter on 05.02.2024. 5, At the time of hearing on 05.02.2024, Shri Hemant Kothari, Advocate & authorized representative of the Respondents appeared in the matter and assured this office to furnish requisite information and reply of SCN as soon as possible. Accordingly, the matter was adjourned for hearing on 06.05.2024. However, on the date of hearing none appeared in the matter. Hence, the Respondents were unable to furnish any satisfactory response of the SCN issued for the violation of section 42(7) of the Companies Act, 2013. 6. In view of the above facts, the undersigned has reasonable cause to believe that the provision of section 42 (7) of the Companies Act, 2013 has not been complied with by the Respondents and therefore liable for penal action under section 42 (10) of the Companies Act, 2013. Accordingly, in exercise of the power of 454 (3) of the Companies Act, 2013, | am inclined to impose a penalty on the Respondents, as under- Nature | Violation | Name of persons on whom | Penalty as per Final Penalty of sunder | penalty imposed section 42(10) of | Imposed (In Rs.) default | compani the Companies es Act, Act, 2013 (In Rs.) 2013 Utilizatio | 42(7) of | Yotta Agro Ventures Private | 1,47,57,000/- 1,00,00,000/- n of | the Limited public | Compani [SEE Eee EEE advertise |es Act, | Rituraj Sharma 23,78,500/- ment — | 2013 — | krishna Joshi | 23,78,500/- 7. Further, as per section 42(10) of the Companies Act, 2013, the company and its Directors are hereby directed to refund all money with 19% interest per annum to all the 183 debenture holders (as per the terms of series A Non-convertible Debentures) within 2 period of 30 days of this order imposing the penalty and furnish a compliance report to this office. 8. | 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. Itis further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 314) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office. 9. Appeal against this order ray be filed in writing with the Regional Director (NWR), Ministry of Corporate Affairs, Anmedabad within a period of sixty days from the date of receipt of this order, in ¢-Form ADI {available on Ministry website ‘www..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). 10. Attention is also invited to section 454(8}{i) and 454(8){ii} of the Companies Act, 2013, which state that in case of non-payment of penaity amount, the company shall be punishable with fine which shail 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. 11. 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: - !) Yotta Agro Ventures Private Limited at Plot No. C-5, First Floor, Cabin No. 2, Seat No, 5 Gujar Ki Thari, Shanti Nagar-C Mansarovar, Jaipur, Rajasthan- 302020. (Il) Rituraj Sharma at 2/15, Rhb Colony, Near Satelite Hospital, Goverdhan Vilas, Girwa, Udaipur, Rajasthan- 313001. (I) Krishna Joshi at Flat No. 209, 2nd Floor, Street-Petunia, Phase-1, Manglam Aananda, Sanganer Railway Station, Sanganer, Jaipur, Rajasthan- 302029. (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 is disposed off with this order. wy (RUVIT KUMAR) ROC-cum-OL & Adjudicating officer, Rajasthan, Jaipur signed on this__&™ day of June 2024. Place: Jaipur, Rajasthan. File No, ROCIP/See 42/2023-24/ /07f— Date: nee To, wey 01. Yotta Agro Ventures Private Limited, Company Plot No. C-5, First Floor, Cabin No. 2, Seat No. 5 Gujar Ki Thari, Shanti Nagar-CMansarovar, Jaipur, Rajasthan- 302020. 02, Rituraj Sharma, Director 2/15, Rhb Colony, Near Satelite Hospital, Goverdhan Vilas, Girwa, Udaipur, Rajasthan- 313001. Flat No. 209, 2nd Floor, Street-Petunia, Phase-1, Manglam Aananda, Sanganer Railway Station, Sanganer, Jaipur, Rajasthan- 302029, 04, Regional Director, NWR ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Neranpura, Ahmedabad, Gujarat-380 013. Guard File, 06. Office Copy 07. E-mail to content manager for publication an the Ministry’s website.