The Registrar of Companies, Karnataka has issued an order of adjudication imposing a penalty on Vena Energy Aura Private Limited for violating Section 10A of the Companies Act, 2013. The company, incorporated on 12.03.2020, failed to comply with the requirement of filing a declaration for commencement of business within the stipulated time.
As per the provisions of Section 10A(1), a newly incorporated company with share capital must file a declaration within 180 days of incorporation, confirming that every subscriber to the memorandum has paid the value of the shares agreed upon. The company also needs to verify its registered office details. However, Vena Energy Aura Private Limited failed to fulfill these requirements.
The penalty for non-compliance with Section 10A(1) is Rs. 50,000 for the company and Rs. 1,000 per day for each officer in default, up to a maximum of Rs. 1 lakh. The penalty amounts for the company and its officers have been determined based on the duration of the default.
The company and its directors/key managerial personnel have been directed to pay the penalty within 90 days from the receipt of the order and file Form INC-28 along with a copy of the order and payment challans. The penalty must be paid by the directors from their personal funds.
RELEVANT PROVISIONS:-
1. As per section 10A(1) of the Companies Act, 2013, w.e.f. 02.11.2018, a company incorporated after the commencement of the Companies (Amendment) Act, 2019 and having a share capital shall not commence any business or exercise any borrowing powers unless —
(a) A declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and
(b) the company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12.
2. Further, as per Rule 23A of the Companies (Incorporation) Rules, 2014, the declaration under section 10A by a director shall be in Form No. INC-20A and shall be filed as provided in the Companies (Registration Offices and Fees) Rules, 2014 and the contents of the said form shall be verified by a company secretary or a chartered accountant or a cost accountant in practice; provided that in the case of a company pursuing objects requiring registration or approval from any sectoral regulators such as the Reserve Bank of India, Securities and Exchange Board of India, etc., the registration or approval, as the case may be from such regulator shall also be obtained and attached with the declaration.
3. Pursuant to MCA General Circular No. 11/2020, an additional period of 180 days was granted to the newly incorporated companies for filing a declaration for Certificate of commencement of business with Registrar as per the provisions of Section 10A(1) of the Companies Act, 2013. Thus, the company effectively had a total of 360 days to comply with the provisions of section 10A(1) of the Act.
4. As per Section 10A(2) of the Companies Act, 2013, 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 Iakh rupees.
For further information, including the complete order, interested parties can refer to the official source: Link to Source.
Please note that the details provided here are based on the official order issued by the Registrar of Companies, Karnataka, and any queries or clarifications should be directed to the relevant regulatory authorities.
