ROC Penalty for Incorrect AOC-4 (XBRL) Filing: Practical Lessons from Recent Order

The Registrar of Companies, Kolkata has recently passed an adjudication order under Section 454 of the Companies Act, 2013, imposing monetary penalties for incorrect statutory financial filing in Form AOC-4 (XBRL). The case highlights how even a seemingly small omission in XBRL disclosures can attract penal consequences under Section 450 read with Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014.

This order serves as an important reminder that:

  • Every e-form uploaded on the MCA portal is treated as a statutory public record.
  • The authorised signatory and certifying professional carry direct responsibility for accuracy.
  • Post-filing rectification or marking a form as “defective” does not nullify the breach already committed.

This article analyses the order involving PRAYAN ODISHA METAALIKS PRIVATE LIMITED and the signatory SOHAM BATHWAL, and distils practical compliance takeaways for companies and professionals.

Background of the Adjudication Proceedings

Appointment of Adjudicating Officer

The Ministry of Corporate Affairs, through Gazette Notification No. S.O. 831(E) dated 24/03/2015, appointed the Registrar of Companies, Kolkata as the Adjudicating Officer under Section 454 of the Companies Act, 2013. In this capacity, the ROC is empowered to:

  • Inquire into non-compliances.
  • Determine whether a contravention has occurred.
  • Levy penalties as prescribed under the Act and relevant rules.

The current proceedings were initiated to adjudicate a violation covered by Section 450, which is a residuary penalty provision for contraventions where no specific penalty is otherwise provided.

Company and Officer Involved

The adjudication relates to:

  • Company: PRAYAN ODISHA METAALIKS PRIVATE LIMITED

    • CIN: U27320WB2022PTC252719
    • Registered office: 8/1/2 DR U N BRAHMACHARI STREET, NA KOLKATA, KOLKATA, WEST BENGAL, INDIA 700017

  • Officer in default / signatory:

    • Name: SOHAM BATHWAL
    • DIN: 07689737

The ROC has treated both the company and the signatory as noticees in the adjudication proceedings.

Section 450 – Residual Penalty Provision

The order proceeds on the basis of Section 450 of the Companies Act, 2013, which states that where:

  • A company, its officer, or any other person contravenes any provision of the Act or the rules, or any condition attached to any approval or exemption, and
  • No separate penalty or punishment is prescribed elsewhere in the Act,

then the following penalty is attracted:

The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.

This provision was invoked because the wrong filing of AOC-4 (XBRL) with incorrect particulars is not covered by a separate penalty clause elsewhere in the Act.

Rule 8(3) of Companies (Registration Offices and Fees) Rules, 2014

The crux of the violation lies in Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, which imposes clear responsibility on:

  • The authorised signatory, and
  • The professional, if any, who certifies the e-form,

for ensuring the correctness of the contents of the e-form and the accuracy of its attachments.

By filing an AOC-4 (XBRL) with an incorrect or incomplete response in the related party notes, the company and its signatory fell afoul of this obligation.

Facts Leading to the Proceedings

Filing of Incorrect AOC-4 (XBRL)

The company filed Form AOC-4 (XBRL) for the financial year 2024–25, bearing SRN AB8933342 (referred to as the “impugned e-form”). This form was approved under the STP (Straight Through Processing) mode on the MCA portal.

Subsequently, the company itself detected an error in the filing. Specifically, in the XBRL schedule tagged as “Notes – Related Party (610800)”, the response to the question:

“Whether the Company is a subsidiary company”

had been left unselected.