ROC imposes Penalty for Early Commencement of Business Without INC-20A Filing

The ROC Delhi, under the Ministry of Corporate Affairs, adjudicated penalties under Section 454 of the Companies Act, 2013 for violation of Section 10A(2). Badli Logistics Private Limited commenced business by taking an unsecured loan of ₹3.5 crore on 19.05.2021 before filing the statutory declaration in e-form INC-20A on 20.08.2021, resulting in non-compliance of Section 10A(1). The company disclosed the loan in Note-5 of the financial statements for FY 2021-22 and falls under the definition of a small company under Section 2(85), making it eligible for benefits under Section 446B. The company was penalized ₹25,000, while directors Sameer Harjai and Jiten Masand were individually penalized ₹46,500 each. Penalties are payable within 90 days through the MCA e-Adjudication portal. The order emphasizes the importance of filing statutory declarations before commencing business and maintaining proper corporate governance disclosures. Appeals may be filed with the Regional Director, RD Noida, within 60 days.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708
E-mail: roc.delhi@mca.gov.in

Order ID: PO/ADJ/12-2025/DL/01179 Dated: 12/12/2025

ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 10A(2) 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 BADLI LOGISTICS PRIVATE LIMITED [herein after known as Company] bearing CIN U45309DL2021PTC379817, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 609A 6TH FLOOR BLOCK E INTERNATIONAL TRADE TOWER NEHRU PLACE NEHRU PLACE NEW DELHI SOUTH DELHI DELHI INDIA 110019

Individual details:

In the matter relating to SAMEER HARJAI —–

In the matter relating to JITEN MASAND ——-

C. Provisions of the Act:

If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees

D. Facts about the case:

1. Default committed by the officers in default/noticee – 1.The Company has filed Suo-moto application for adjudication in e-form GNL-1 vide SRN: N02490183 dated 14/10/2024. The Adjudication Application made under Section 454 of the Companies Act, 2013 for violation of Section 10A of the Companies Act, 2013.

2. The Company was incorporated on 09.04.2021 consisting of Two Directors in the Board of the Company, namely Mr. Sameer Harjai and Mr. Jiten Masand. The company has submitted that it took an Unsecured loan from Sanjeet Motor Finance Private Limited amounting to Rs.3,50,00,000/- (Three Crores Fifty Lakh only) as on 19.05.2021. However, the declaration for commencement of business in form INC-20A (SRN: T36654309) was dated 20.08.2021, leading to violation of section 10A of the Companies Act, 2013.

3. The Company and the Noticees are directed to submit the response for the following:

i. Whether the company has recorded the said unsecured loan in the financial statements? Submit the documentary evidence and explanation of implication of the same.

ii. Show cause as to why penal action under Section 10A(2) of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the Section 10A of the Companies Act 2013. The company may submit objections/ reply, if any

4. No e-hearing was sought by the Noticees.

E. Order:

1. i. Whereas in view of the facts of the case, an e-SCN was issued to the company and the officers-in-default dated 13.06.2025 for violation of section 10A of the Act. The company submitted its response to the notice on 28.06.2025

ii. In the reply, the company and the officers-in-default have accepted the non-compliance and stated that the default occurred due to lack of awareness. They further submitted that the company falls under the category of small company as per the definition provided in section 2(85) of CA, 2013 and thus benefit u/s 446B in imposition of penalty is applicable on them.

iii. Whereas the company was required to clarify whether it has recorded the unsecured loan in financial statement and the company submitted that the same is disclosed in Note-5 of the financial statements ended 31.03.2022.

iv. Whereas as per filings made by the company on MCA Registry, it is observed that for FY 2022-23 (default financial year), paid-up share capital & turn-over of the company is Rs. 1,00,000./- and NIL respectively, and it does not exceed the threshold limit prescribed u/s 2(85) read with Rule 2(1)(t) of Companies (specification of Definitions Details rules.2014.Therefore, the subject company is covered under the purview of small companies as defined u/s 2(85) of the Act, 2013 and hence, the benefit of section 446B would be applicable on the company.

Now, in view of the above, it is observed that the company has taken an unsecured loan of Rs. 3,50,00,000/- on 19.05.2021 and thus, commenced business before filing of declaration by directors in e-form INC-20A (SRN: T36654309 on 20.08.2021). The gap between commencement business and filing of said e-form is of 93 days (i.e. 19.05.2021 to 19.08.2021). This resulted in non-compliance of section 10A(1) and penalty is imposed on the company and the officers-in-default as per section 10A (2) r/w 446B of the Act subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance. Further, the submission of the company granting remission in the penalty is not acceded to.

Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above are only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

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 Noida 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.

Seema Rath,
Registrar of Companies
ROC Delhi