Penalty Levied for attaching Unsigned Financial Statements to AOC-4

The Registrar of Companies, Delhi adjudicated a suo motu application under section 454 of the Companies Act, 2013 concerning non-compliance with section 134(1), attracting penalty under section 134(8). The default arose because the financial statements for FY 2021–22 attached to e-form AOC-4 were not signed by the directors, as mandatorily required under the Act, even though signed financials were subsequently produced during adjudication. The company admitted that the lapse occurred due to an inadvertent clerical oversight while finalising filings. Although the company claimed the benefit of lesser penalty applicable to small companies, the Adjudicating Officer held that the default related to incorrect filing of an unsigned attachment, making the director certifying the e-form personally liable under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 read with section 450. Accordingly, penalty was imposed only on the defaulting director, while no penalty was levied on the company, subject to disclosure of the default in the subsequent Board’s Report.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi
Registrar Of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703,26235708
E-mail: roc.delhi@mca.gov.in

Order ID: PO/ADJ/12-2025/DL/01232 | Dated: 16/12/2025

ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) OF THE COMPANIES ACT, 2013.

A. Appointment of Adjudicating Officer:

Ministry of Corporate Affairs vide its  Gazette notification number S.O. 831(E) dated 24/03/2015appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with  Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

B. Company details:

In the matter relating to BADLI LOGISTICS PRIVATE LIMITED [herein after known as Company] bearing CIN U45309DL2021PTC379817, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 609A 6TH FLOOR BLOCK E INTERNATIONAL TRADE TOWER NEHRU PLACE NEHRU PLACE NEW DELHI SOUTH DELHI DELHI INDIA 110019

Individual details:

In the matter relating to SAMEER HARJAI_________________

In the matter relating to JITEN MASAND_________________

C. Provisions of the Act:

(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees

D. Facts about the case:

1. Default committed by the officers in default/noticee – 1.The Company was incorporated on 09th April, 2021 consisting of Two Directors in the Board of the Company, namely Mr. Sameer Harjai and Mr. Jiten Masand. The Company has applied Suo-moto for adjudication in e-form GNL-1 vide SRN: N02492551 dated 14/10/2024. The Adjudication Application made under Section 454 of the Companies Act, 2013 for violation of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, read with section 450 of the companies Act 2013.

2. It is observed that the financial statement for F.Y. 2021-22 attached with the e-form AOC-4 (SRN: F58045600) was not signed by the directors of the company. As per section 134(1) of the CA, 2013 the financial should be signed by the chairperson or by two directors of the company. However, the company failed to comply with the provision of section 134(1) and hence, the company and its officers are liable for penalty u/s 134(8) of the Act.

Thus, in view of the above, the adjudication officer has reasonable cause to believe that the subject company has not complied with the provision of section 134(1) of the CA, 2013.

The Company and the Noticee(s) are hereby called upon to show cause as to why penal action under Section 134(8) of the Companies Act, 2013 should not be initiated for the alleged violation of the section 134(1) of the CA, 2013, may submit objections/ reply, if any.

2. E-hearing not sought by the noticees in the matter.

E. Order:

1. Whereas in view of the facts of case, an E-SCN vide no. SCN/ADJ/04-2025/DL/01105 was issued on 19.08.2025 and response dated 17.09.2025 was received through e-mail dated 18.09.2025 wherein the company and the officer-in-default accepted the non-compliance and stated that the default occurred due to an inadvertent clerical oversight during the finalization process. The company has submitted signed copy of the financial statement along with its reply.

It was further submitted that the paid-up capital of the company is INR 1,00,000/- and thus, the subject company is covered under the purview of small company as defined u/s 2(85) of the Act, 2013 and Rule 2(1)(t) of Companies (Specification of Definitions Details) Rules, 2014.

From the submissions made by the company, it is observed that although the financial statement for the said period was signed by the directors, the unsigned copy of financial statement was attached with the e-form. Therefore, there is non­compliance of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 and the director certifying the e-form is liable for such non-compliance. Further, as the default is committed by the director and not the company in filing e-form, benefit of lesser penalty u/s 446B is not applicable.

In view of the facts mentioned above, it is noted that financial statement for F.Y 2020-21 filed as an attachment to e-form AOC-4 vide SRN: F58045600 was not signed by the directors. Thus, there is default of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 and penalty is imposed on director certifying the e-form under section 450 subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance.

Further, during the present adjudication proceedings, from the material/documents on record(s), prima facie non-compliance(s) as mentioned above have been noticed. In the present adjudication proceeding(s), the non-compliance(s) mentioned above are only being adjudicated and the non-compliances if any, involving aforesaid or any other section under provisions of Companies Act, 2013 shall be taken up separately in accordance with the law for necessary action, if any.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.

4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.

5. Appeal against this order may be filed in writing with the Regional Director, RD Noida within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.

Seema Rath,
Registrar of Companies
ROC Delhi