ROC penalises director over filing error in AOC-4, reinforcing that even a seemingly small mistake in statutory filings can attract penalties under the Companies Act, 2013. In a recent adjudication order, the Registrar of Companies, Mumbai imposed a monetary penalty on a nominee director for mentioning an incorrect Annual General Meeting (AGM) date in Form AOC-4. The case highlights the strict responsibility placed on directors and authorised signatories for ensuring accuracy in MCA filings.
Details of the AOC-4 Filing Error
The matter relates to Alps Remedies Pvt. Ltd., where Form AOC-4 for the financial year 2024–25 was filed with an incorrect AGM date. The form stated that the AGM was held on 30 September 2025, whereas the actual AGM took place on 15 September 2025. This incorrect disclosure led to compliance complications, as the company was unable to proceed with filing Form MGT-7 using the correct AGM date.
When ROC penalises director over filing error in AOC-4, it makes it clear that accuracy of dates and disclosures is critical, as MCA filings are system-linked and interdependent.
Suo-Motu Adjudication Application
A suo-motu adjudication application dated 4 February 2026 was filed through Form GNL-1 by Mr. Shankar Srinivasan, who served as the nominee director of the company. The application was submitted under Section 454 of the Companies Act, 2013, which empowers the Registrar to adjudicate penalties for non-compliance.
The director admitted that the incorrect AGM date was mentioned inadvertently at the time of filing Form AOC-4 on 18 December 2025. While the voluntary disclosure was noted, the Registrar proceeded with adjudication as the filing constituted a statutory default.
Legal Responsibility of Directors in MCA Filings
Under Rule 8(1) and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, every electronic form filed on the MCA portal must be digitally signed by an authorised signatory. The rules clearly state that the signatory and the certifying professional are responsible for ensuring that the information and attachments are complete and correct.
In this case, since the form was digitally signed and declared by the nominee director, the Registrar held that the responsibility for the incorrect AGM date rested with him. This is why ROC penalises director over filing error in AOC-4, even when the mistake is unintentional.
ROC penalises director Penalty Imposed Under Section 450
As the Companies Act does not prescribe a specific penalty for such an error, the Registrar invoked Section 450 of the Companies Act, 2013, which deals with punishment where no specific penalty is provided. Under this provision, a penalty of ₹10,000 was imposed on the nominee director.
The penalty was levied personally on the director, underscoring that liability for incorrect filings does not always rest solely with the company.
Why This Order Matters for Directors and Companies
This adjudication order is significant because it reiterates that ROC penalises director over filing error in AOC-4 even for incorrect date disclosures. Directors, including nominee and non-executive directors, must exercise due diligence before digitally signing statutory forms. Reliance on internal teams or consultants does not dilute the legal responsibility of the authorised signatory.
Compliance Lessons from the Order
Companies must implement strict internal verification processes before filing AOC-4 and other annual forms. Cross-checking AGM dates, resolutions, and statutory records can prevent costly ROC penalises director penalties and compliance delays. Once an incorrect form is filed, rectification is not straightforward and may require adjudication proceedings.
The recent order once again proves that ROC penalises director over filing error in AOC-4 to enforce accountability and compliance discipline. Directors must treat MCA filings as legal declarations rather than procedural formalities. Ensuring accuracy at the filing stage can save time, money, and reputational risk for both the company and its directors.
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