The Registrar of Companies, Pune, under the Ministry of Corporate Affairs, imposed penalties under Section 454 read with Section 10A(2) of the Companies Act, 2013 for failure to file the declaration of commencement of business within the prescribed 180 days. The company could not receive share capital from its foreign holding company within the stipulated time due to SWIFT KYC issues, resulting in delayed filing of e-Form INC-20A. Although the company later rectified the default and filed the form with additional fees, the delay constituted a statutory violation. The company admitted the lapse as unintentional; however, the adjudicating authority held that such reasons do not absolve compliance obligations. Accordingly, a penalty of ₹50,000 was imposed on the company and ₹1,00,000 each on three officers in default. The order reinforced strict adherence to statutory timelines despite operational challenges.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Pune
PCNTDA Green Building, BLOCK A, 1st & 2nd Floor , Near Akurdi Railway Station, Akurdi, Pune, Maharashtra, India,
411044
Phone: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in
Order ID: PO/ADJ/04-2026/PU/01937 Dated: 16/04/2026
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. 698(E) dated 10/02/2026 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 BRODERSEN SYSTEMS PRIVATE LIMITED [herein after known as Company] bearing CIN U29305PN2022FTC210661, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. 110/111, TINY INDUSTRIAL CO. OP. ESTATE KONDHWA BK PUNE CITY PUNE MAHARASHTRA INDIA 411048
Individual details:
In the matter relating to SYED MOEED UL ISLAM ——
In the matter relating to CLAUS REUSS TRANBERG ——
In the matter relating to ARMAN HADDADZADEH ——-
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 – The company had filed a suo-moto adjudication application u/s 454 of the Companies Act 2013 for the violation of Section 10A of the Act wherein it is stated that as per section 10A of the Companies Act 2013, the Company was required to submit declaration for commencement of business in e-Form INC-20A, with the Registrar within 180 (One Hundred and Eighty) days from the date of incorporation, stating every subscriber to the Memorandum of Association of Company has paid the value of the shares agreed to be taken by him/her on the date of making of such declaration.
However, M/s. Dysic Limited, holding Company being a Foreign body corporate and first subscriber to Memorandum of Association of Company could not deposit its agreed share capital amount to bank account of Company within designated period of time as prescribed due to error in exact KYC information could not be furnished through SWIFT [Society for Worldwide Interbank Financial Telecommunications] by subscriber bank, hence the share capital amount was not being able to deposit within the prescribed time limit of 180 (One Hundred and Eighty) days. SWIFT KYC issue has been resolved by the officials of the M/s, Dysic Limited on 22.03.2024 and M/s. Dysic Limited had deposited its share capital money as per subscriber to Memorandum of Association dated on 22.03.2024 against 1,18,000/- (One Lakh Eighteen Thousand) Equity Shares amounting to Rs. 11,88,000/- (Indian Rupees Eleven Lakh Eighty-Eight Thousand Only) to the bank account of Company, however beyond the said limit of 180 (One Hundred and Eighty) days.
Afterwards, the Company filed e-Form INC-20A and submitted declaration of commencement of business dated on 03.04.2024 vide SRN: AA7262952 along with the additional fees as prescribed under the provisions of the Companies Act, 2013. Hence, there is violation of section10A of the Companies Act, 2013 and the company and director who are in default are liable for penal action u/s 10A (2) of the Companies Act, 2013 and are hereby called upon to show cause as to why penal action under Section 10A (2) of the Companies Act, 2013 should not be initiated for the alleged violation, who may submit objections/ reply, if any.
2. The Noticee did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
E. Order:
1. a. The company had filed a suo moto application for adjudication of offense under Section 454 of the Companies Act, 2013 for violation of 10A of the Companies Act 2013. Accordingly, a Show Cause notice bearing ID: SCN/ADJ/03-2026/PU/04002 dated 17.03.2026 was issued to the company and Officer in default (hereinafter referred to as the Noticee) under Section 454 of the Act. A reply of the noticee to the said Show Cause Notice was received vide its letter dated 24.03.2026.
b. The noticee, in the reply, has accepted the default and further submitted that the default occurred unintentionally as M/s Dysic Limited, being a foreign body corporate and the first subscriber to the Memorandum of Association of the Company, was unable to remit its agreed Share Capital contribution within the prescribed period of 180 (One Hundred and Eighty) days from the date of incorporation, due to the non-availability of certain requisite and exact KYC particulars in the SWIFT (Society for Worldwide Interbank Financial Telecommunications) system of the subscriber’s bank. Consequently, the remittance could not be processed in a timely manner, which was entirely beyond the control of the management and occurred without any intention to contravene the statutory provisions. Subsequent to the receipt of the share capital amount, the Company duly filed e-Form INC-20A, declaring the commencement of business, vide SRN AA7262952 dated 03/04/2024.
c. Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the replies submitted in response to the notice issued, I hereby impose the penalty on the noticee for violation of 10A of the Companies Act 2013 punishable under section Section 10A (2) of the Companies Act, 2013 as under.
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 | BRODERSEN SYSTEMS PRIVATE LIMITED having CIN as U29305PN2022F TC210661 | NA | 50000 | 0 | 50000 |
| 2 | SYED MOEED UL ISLAM having DIN as 07853299 | NA | 100000 | 0 | 100000 |
| 3 | CLAUS REUSS TRANBERG having DIN as 09582048 | NA | 100000 | 0 | 100000 |
| 4 | ARMAN HADDADZADEH having DIN as 09582049 | NA | 100000 | 0 | 100000 |
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 Navi 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.
Parvez Naikwadi,
Registrar of Companies
ROC Pune
