Section 10A Violation: Company & Directors Penalized for Late INC-20A Filing

Registrar of Companies (Delhi & Haryana) imposed penalties on Emperium Constructions Private Limited for violating Section 10A of the Companies Act, 2013. The company, incorporated on November 16, 2021, was required to file Form INC-20A within 180 days, by May 15, 2022. However, it filed the form with a 19-day delay on June 3, 2022. The adjudicating officer, after reviewing submissions, found the company and its directors liable under Section 10A(2). A penalty of Rs. 50,000 was imposed on the company, while its directors, Hardeep Singh and Ravinder Saund, were fined Rs. 19,000 each. The order, issued on February 20, 2025, mandates payment within 90 days. An appeal can be filed within 60 days with the Regional Director, Ministry of Corporate Affairs.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019

ORDER OF PENALTY UNDER SECTION 10A OF THE COMPANIES ACT, 2013

IN THE MATTER OF EMPERIUM CONSTRUCTIONS PRIVATE LIMITED (CIN: U45309DL2021PTC389947)

1. Appointment of Adjudicating Officer: –

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 appointed Registrar of Companies, NCT of Delhi & Haryana as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

2. Company: –

Whereas the company namely EMPERIUM CONSTRUCTIONS PRIVATE LIMITED {CIN: U45309DL2021PTC389947} (herein after known as ‘company’) incorporated under the Companies Act, 1956 having its registered office as per MCA21 Registry at address 4 Tolstoy Marg, New Delhi, Central Delhi -110001, India. The financial & other details of the subject company for F.Y 2023-24 as available on MCA-21 portal is stated as under:

3. Facts about the Case: –

I. This office is in receipt of an application vide GNL-1 filed by the company for adjudication of penalties for default u/s 10A of the Act. As per the application, the following has been stated:

i. That the company was incorporated on 16.11.2021 and in terms of the provision of Section 10A, company was required to file form INC-20A on or before 15.05.2022 (i.e. within 180 days from the date of incorporation).

ii. However, the company failed to file the said e-form on due date and filing was made vide SRN on 03.06.2022 with delay of 19 days.

II. Accordingly, a show cause notice for the default was issued to company and its officer on 05.09.2024 and a response to which was received on 17.09.2024 wherein the company has re-iterated the facts stated in the application and assures that in future, they will be more vigil and conscious and shall ensure due care in complying with the provisions of law. They also requested for a personal hearing.

III. Mr. Mohd Nazim Khan, Practicing Company Secretary, appeared for oral submissions on 17.02.2025 and re-iterated the written submissions made by the company in its reply to SCN.

4. The relevant provision of section Commencement of business, etc.—

(1) 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) 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.

5. Adjudication of penalty: –

i. Taking into account the facts of the case including the submission made, it is noted that there is a violation of Section 10A(1) of the Act and the same has been admitted by the company and its officers. The penal provision for the default is provided under Section 10A(2) of the Act.

ii. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Act. Hence, the benefit of section 446B would not be applicable on the company.

iii. Now in exercise of the powers conferred on me vide Notification dated 24th March, 2015 and having considered the reply submitted by the subject Company in response to the notice, I hereby impose the penalty on the Company and its officers in default under section 10 (A) of the Companies Act 2013 for violation as follows:-

TABLE-I

7. Order:

a. Names of parties as mentioned in table I above are hereby directed to pay the penalty amount as per column no. ‘E’ therein. In case of parties other than company, such amount is required to be paid out of their own funds.

b. The said amount of penalty shall be paid through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

c. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].

d. Your attention is also invited to section 454(8) of the Act in the event of non­compliance with this order.

Pranay Chaturvedi,
ICLS (Adjudicating Officer)
Registrar of Companies
NCT of Delhi & Haryana

No. ROC/D/Adj/Order/10(A)/ EMPERIUM/5408-5410 Date: 20.02.2025