ROC Pune Imposes Penalty Under Section 10A of Companies Act 2013 for Delayed INC-20A Filing by Brodersen Systems Private Limited
Background and Overview
The Registrar of Companies, Pune, operating under the Ministry of Corporate Affairs, has passed an adjudication order penalising Brodersen Systems Private Limited and its officers in default for failing to file the declaration of commencement of business within the mandatory statutory timeframe. The penalty was levied under Section 454 read with Section 10A(2) of the Companies Act, 2013, following a suo-moto application filed by the company itself acknowledging the lapse.
This order, bearing Order ID: PO/ADJ/04-2026/PU/01937, was issued on 16th April 2026 and stands as a significant reminder that operational or technical difficulties encountered by a company — including those arising from international banking procedures — do not provide immunity from statutory compliance obligations under the Companies Act, 2013.
Company and Parties Involved
The adjudication proceedings concern the following parties:
- Company: Brodersen Systems Private Limited
- CIN: U29305PN2022FTC210661
- Registered Office: Plot No. 110/111, Tiny Industrial Co. Op. Estate, Kondhwa BK, Pune City, Pune, Maharashtra, India – 411048
Officers in Default:
| S. No. | Name | DIN |
|---|---|---|
| 1 | Syed Moeed Ul Islam | 07853299 |
| 2 | Claus Reuss Tranberg | 09582048 |
| 3 | Arman Haddadzadeh | 09582049 |
Statutory Framework: Section 10A of the Companies Act, 2013
What Does Section 10A Mandate?
Section 10A of the Companies Act, 2013 requires every company incorporated after the commencement of the Companies (Amendment) Ordinance, 2018, to file a declaration with the Registrar of Companies within 180 days from the date of its incorporation. This declaration, submitted through e-Form INC-20A, must confirm that every subscriber to the Memorandum of Association has paid the full value of the shares agreed to be taken by them.
Penalty Provision Under Section 10A(2)
Section 10A(2) of the Companies Act, 2013 prescribes the following penal consequences for non-compliance:
"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."
This provision places a dual liability — one on the company as an entity and a separate continuing penalty on each defaulting officer, capped at Rs. 1,00,000 per officer.
Chronology of Events Leading to the Default
Understanding the sequence of events is essential to appreciating why the delay occurred and why the Adjudicating Officer nonetheless proceeded with imposing the statutory penalty.
1. Incorporation and Subscription Obligation
Brodersen Systems Private Limited was incorporated under the Companies Act, 2013, and upon incorporation, M/s. Dysic Limited — a foreign body corporate and the first subscriber to the Memorandum of Association — was obligated to remit its agreed share capital contribution to the company's bank account within the stipulated 180-day window.