The Registrar of Companies, Bangalore passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 10A concerning commencement of business compliance. The company, incorporated on 9 March 2023, failed to file e-Form INC-20A within the mandatory 180 days and submitted it belatedly on 10 January 2024, resulting in a continuing default of 127 days. A suo-motu application admitting the lapse was filed, followed by issuance of a show cause notice, grant of personal hearing, and consideration of submissions. The adjudicating authority noted that the company did not qualify as a “small company” under Section 2(85), and therefore was not eligible for reduced penalties under Section 446B. Accordingly, a penalty of ₹50,000 was imposed on the company, while penalties of ₹1,00,000 each were levied on the two directors as officers in default. Directions were issued for payment within 90 days, with appellate remedies outlined.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/02-2026/BL/01607 Dated: 09/02/2026
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. 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 XP POWER (INDIA) PRIVATE LIMITED [herein after known as Company] bearing CIN U46909KA2023FTC170980, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO. 34, SATYA PALACE, 3RD FLOOR 2ND MAIN ROAD, PALACE GUTTAHALLI BANGALORE NORTH BANGALORE KARNATAKA INDIA 560003
Individual details:
In the matter relating to DHARUMAN THYAGARAJAN ——-
In the matter relating to SNG SENG KOK ——
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 has filed a suo-motu application on 13.02.2025 regarding non-compliance of section 10A(1)(a) of the Act. As per section 10A(1)(a) of the Act, the company was required to file e-form INC-20A within the prescribed period, but has filed the same belatedly on 10.01.2024.
The company was incorporated on 09.03.2023, but the company has failed to file form INC-20A within 180 days. However, the company has filed the form only on 10.01.2024 thereby violating the provisions of section 10A of the Act for a duration of 127 days i.e. from 05.09.2023 to 09.01.2024.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu application regarding non-compliance of section 10A(1)(a) of the Act. As per section 10A(1)(a) of the Act, the company was required to file e-form INC-20A within the prescribed period, but has filed the same belatedly on 10.01.2024.
The company was incorporated on 09.03.2023, but the company has failed to file form INC-20A within 180 days. However, the company has filed the form only on 10.01.2024 thereby violating the provisions of section 10A of the Act for a duration of 127 days i.e. from 05.09.2023 to 09.01. 2024.
Pursuant to the adjudication application filed by the company, show cause notice dated 16.07.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post. Subsequently, as per company?s request, e-hearing notice dated 30.12.2025 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 13.01.2026 which was attended by Mr. Govindraj Akshay, practising company secretary and authorized representative of company and officers in default who made the submissions as per the adjudication application filed. The order is issued based on the application, notice for adjudication, replies received and submissions made at the time of hearing.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per section 446B of the Act shall not be applicable in the case.
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 | XP POWER (INDIA) PRIVATE LIMITED having CIN as U46909KA2023F TC170980 | 50000 | 0 | 50000 | |
| 2 | DHARUMAN THYAGARAJAN having DIN as 10064179 | 100000 | 0 | 100000 | |
| 3 | SNG SENG KOK having DIN as 10064180 | 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 Hyderabad 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
