ROC Bangalore Imposes Rs. 3.5 Lakh Penalty for Failure to File INC-20A Before Commencing Business

Overview

The Registrar of Companies (ROC), Bangalore, has passed an adjudication order penalizing a private limited company and its directors for violating Section 10A(1)(a) of the Companies Act, 2013. The violation pertained to commencing business operations without first filing the mandatory declaration in e-Form INC-20A. The adjudication was conducted under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014. The total penalty imposed across the company and its officers in default amounted to Rs. 3,50,000.

Background of the Case

Company and Officers Involved

The matter concerns Metropolis Technologies India Private Limited, a company registered under the Companies Act, 2013, bearing CIN U74999KA2022FTC167770, with its registered office located at 12th Floor, Awfis, Summit B, Brigade Metropolis, ITPL Main Road, Garudacharpalya, Mahadevapura, Bangalore North, Karnataka – 560048.

The officers in default named in the adjudication proceedings are:

  • Abhishek Sharma (DIN: 05177791)
  • Ritu Vig (DIN: 09786759)
  • Kristopher Hal Roy (DIN: 09786760)

Appointment of Adjudicating Officer

The Ministry of Corporate Affairs, through Gazette Notification No. S.O. 698(E) dated 10/02/2026, appointed the Registrar of Companies, Bangalore, as the Adjudicating Officer, exercising powers conferred under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, for the purpose of adjudging penalties under the applicable statutory provisions.

Section 10A – Declaration Before Commencement of Business

Section 10A(1)(a) of the Companies Act, 2013 mandates that a company incorporated after the commencement of the Companies (Amendment) Ordinance, 2018, and having a share capital, must not commence any business or exercise any borrowing powers unless a declaration is filed with the Registrar in e-Form INC-20A. This declaration, signed by a director, must confirm that every subscriber to the memorandum has paid the value of shares agreed to be taken.

Section 10A(2) prescribes the penalty for non-compliance with the above requirement:

"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."