The Registrar of Companies, Delhi, passed an adjudication order under Section 454 of the Companies Act, 2013, holding that failure to file the declaration for commencement of business in Form INC-20A within the prescribed 180 days constitutes a violation of Section 10A. The company, incorporated on 20 January 2023, was required to file INC-20A by 19 July 2023 but filed it only on 18 May 2024, resulting in a delay of 304 days. The company admitted the lapse, attributing it to lack of professional guidance. While considering liability of directors, the Adjudicating Officer accepted that one director was appointed after the period of default and another was a non-executive professional director, and accordingly limited personal penalties. The authority also rejected the plea for reduced penalty applicable to small companies, noting that the company was held by a holding entity and therefore did not qualify. Penalties were imposed on the company and the concerned officer in default, with directions to pay within 90 days and disclose the non-compliance in the Board’s Report.
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/01292 Dated: 24/12/2025
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 ANUNNAKI INTERNATIONAL INDIA PRIVATE LIMITED……………
Individual details:
In the matter relating to GIYORA GREENBERG……………..
In the matter relating to RUPALI AGGARWAL……………….
In the matter relating to BHABESH NATH………………..
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 Suo-moto application for adjudication in e-form GNL-1 vide SRN: N29944410 dated 25.04.2025. The Adjudication Application made under Section 454 of the Companies Act, 2013 for violation of Section 10A.
2. The company was incorporated on 20.01.2023 and in terms of provision of Section 10A, the company was required to file form INC-20A on or before 19.07.2023, i.e. within 180 days from the date of incorporation.
3. The company has stated that it was unable to file E-Form INC 20A in prescribed period of 180 days due to lack of professional guidance and knowledge. The said E-Form INC-20A was filed vide SRN AA8001310 dated 18.05.2024. Hence, there was a delay of 304 days i.e. (From 20.07.2023 to 18.05.2024).
Thus, in view of the above, the adjudication officer has reasonable cause to believe that the subject company has not complied with the provision of section 10A of the Companies Act, 2013.
The Company and the Noticees 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 of the provisions of the section 10A of the Act.
2. The company in its reply sought an hearing in the matter. However, vide email dated 09.12.2025, CS. Abhinav Agarwal, Authorized representative of the company requested waiver of hearing in the matter as all relevant facts, documents, and explanations have already been duly placed on record. Thus, no hearing scheduled in the matter.
E. Order:
1. i. Whereas in view of the facts of the case, an E-SCN (SCN/ADJ/10-2025/DL/02720) was issued on 21.11.2025 and reply was received on 17.09.2025 wherein the company and the officer-in-default accepted the non-compliance and stated that the default occurred due to unavoidable circumstances. Further, in the reply it is submitted that Mr. Bhabesh Nath was appointed as an Additional Director only on 10.06.2024, whereas the alleged default occurred well before his appointment and Ms. Rupali Aggarwal was appointed as a Non-Executive Director in a professional capacity. Thus, Mr. Bhabesh Nath and Ms. Rupali Aggarwal cannot be considered as officers-in-default. The submission is taken into consideration while imposing penalty.
ii. Whereas the company has submitted to consider the factors prescribed in Rule 3(12) of Companies (Adjudication of Penalties) Rules, 2014 while determining the quantum of penalty to imposed. From the MGT-7 filed by the company for F.Y. 2023-24, it is observed that although the company’s paid-up capital and the turnover is less than the prescribed amount for small company, the company is held by Anunnaki Group Limited. Thus, as per the proviso to section 2(85) of CA, 2013, the company is not covered under the purview of small company and no remission of penalty can BE given u/s 466B of CA, 2013.
Now, in view of the above, it is observed that the company has been delayed in filing INC-20A by 304 days (i.e. from 20.07.2023 to 18.05.2024) and hence, this resulted in non-compliance of section 10A(1). The penalty is imposed on the company and the officers-in-default as per section 10A (2) 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.
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 | ANUNNAKI INTERNATIONAL INDIA PRIVATE LIMITED having CIN as U74999DL2023F TC410258 | 50000 | 0 | 50000 | |
| 2 | GIYORA GREENBERG having DIN as 02584881 | 100000 | 0 | 100000 | |
| 3 | RUPALI AGGARWAL having DIN as 08740470 |
0 | 0 | 100000 | |
| 4 | BHABESH NATH having DIN as
10660170 |
0 | 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 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
