ROC Mumbai Imposes Penalty on Director for Incorrect AOC-4 under Companies Act, 2013

Background of the Adjudication

The Registrar of Companies, Mumbai passed an adjudication order under Section 454 read with Section 450 of the Companies Act, 2013 in relation to incorrect filing of e-Form AOC-4 for the financial year 2024–25 by SUB ZERO INSULATION TECHNOLOGIES PRIVATE LIMITED.

The company itself approached the ROC on a suo motu basis after it discovered that a specific disclosure field in the already filed AOC-4 had been left blank due to a clerical mistake. The ROC treated this lapse as a technical non-compliance attracting penalty on the officer in default.

Parties and Key Details

Company Information

  • Name: SUB ZERO INSULATION TECHNOLOGIES PRIVATE LIMITED
  • CIN: U74120MH2014PTC255462
  • Registered Office:
    OFFICE NO. 501, 5TH FLOOR, SEA PEARL BUILDING,
    SANDHURST BRIDGE OPP. SUKH SAGAR,
    GIRGAON CHOWPATTY, GRANT ROAD,
    MUMBAI, MAHARASHTRA, INDIA 400007

Officer in Default

  • Name of Director: Ms. RASHMI ANAND
  • DIN: 00366258

Adjudicating Authority

  • Authority: Registrar of Companies, Mumbai
  • Adjudicating Officer appointed under Gazette Notification No. S.O. 831(E) dated 24/03/2015, exercising powers under Section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014.

Order Particulars

  • Order ID: PO/ADJ/01-2026/MB/01378
  • Date of Order: 23/01/2026
  • Financial Year involved: FY 2024–25
  • Relevant e-Form: AOC-4
  • SRN of original AOC-4: AB8783479
  • Date of filing AOC-4: 04/11/2025

Section 450 – Residual Penalty

The adjudicating proceedings centre around Section 450 of the Companies Act, 2013, which prescribes a general penalty where no specific penalty is provided elsewhere in the Act.

The provision stipulates that:

If a company, any officer of a company, or any other person contravenes any provision of the Act or rules framed thereunder, or any condition or restriction attached to an approval, sanction, consent, or exemption, and if such contravention is not separately punishable under any other section, then:

  • a penalty of ₹10,000 is leviable; and
  • in case of a continuing contravention, an additional penalty of ₹1,000 per day may be imposed, subject to a ceiling of ₹2,00,000 for the company and ₹50,000 for each officer in default or such other person.

Rule 8 of Companies (Registration Offices and Fees) Rules, 2014

The non-compliance arises from Rule 8(1) and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. These provisions state:

  1. Rule 8(1) –

    An electronic form shall be authenticated by authorised signatories using digital signature.

  2. Rule 8(3) –

    The authorised signatory and the professional, if any, who certify e-form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form.

By digitally signing the AOC-4, the director assumed responsibility for accuracy and completeness of the contents and attachments of that form. The omission in the relevant field was therefore treated as a contravention of Rule 8(3).

Chronology of Facts

1. Filing of Incorrect AOC-4