The Ministry of Corporate Affairs, through the Registrar of Companies, Mumbai, passed an adjudication order under Section 454 of the Companies Act, 2013, imposing a penalty for violation of Section 450 read with Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. The matter arose from a suo motu application concerning incorrect filing of Form AOC-4 for FY 2024-25, where the Annual General Meeting date was mistakenly mentioned as 30.09.2025 instead of 15.09.2025. The form was digitally signed and auto-approved under the STP mode. The nominee director contended that the error was inadvertent and based on data provided by professionals, invoking Section 149(12). However, the Adjudicating Officer held that the authorized signatory is responsible for correctness of e-forms and imposed a penalty of ₹10,000. The company was directed to file a fresh AOC-4 without altering earlier attachments, and the penalty must be paid personally within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/02-2026/MH/01690 Dated: 23/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed 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 ALPS REMEDIES PRIVATE LIMITED [herein after known as Company] bearing CIN U27239MH1985PTC037680, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 12, GUNBOW STREET, FORT, NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400001
Individual details:
In the matter relating to SHANKAR SRINIVASAN —–
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[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]
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application dated 04.02.2026 filed in E-form GNL-1 vide SRN AC1831490 on 02.02.2026. The instant Adjudication Application filed by Mr. Shankar Srinivasan, Nominee Director (DIN: 02712026) (hereinafter referred to as the Applicant) under Section 454 of the Companies Act, 2013 (hereinafter referred to as the Act) on account of incorrect filing of E-form AOC-4 for FY 2024-25.
Whereas Rule 8(1) and (3) of the Companies (The Registration Office and Fees) Rules, 2014 are reads as follows: (1) An electronic form shall be authenticated by authorised signatories using digital signature.
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(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.
Whereas the applicants stated that the Company had filed form AOC-4 for the F.Y. 2024-25 vide SRN AC0059820 dated 18.12.2025. While filing the said E-form the applicant mistakenly mentioned the date of Annual General Meeting as 30.09.2025 instead of 15.09.2025, due to which the Company is unable to file Form MGT-7 with correct date of Annual General Meeting. The said form was digitally signed, and declaration made by Mr. Shankar Srinivasan, Nominee Director (DIN: 02712026).
Whereas the authorized signatory, who certifies e-form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form as required under the proviso of Rule 8(3) of Companies (The Registration Office and Fees) Rules, 2014. Thus, Mr. Shankar Srinivasan, Nominee Director (DIN: 02712026) is liable to penalty subject to the provisions Section 450 of the Companies Act, 2013.
2. The Noticee did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
E. Order:
1. A. Show Cause notice bearing ID: SCN/ADJ/02-2026/MB/03730 dated 12.02.2026 was issued to the Officer in default viz. Mr. SHANKAR SRINIVASAN, Nominee Director (DIN: 02712026) (hereinafter referred to as the Noticee) under Section 454 read with Section 450 of the Act for default under Rule 8(1) and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act on account of incorrect filing of E-form AOC-4 for FY 2024-25.
B. A reply of the noticee to the said Show Cause Notice was received on the E-adjudication portal on 14.02.2026 and submitted that:
i. As per Section 149(12) of the Act, the nominee director can only be held liable for omission or commission by a Company if it occurred with their knowledge, attributable through board processes, and with their consent or connivance, or where they had not acted diligently.
ii. The Noticee acted in good faith based on the data provided by the secretarial department/professional and a single date error in a voluminous filing does not constitute a lack of due diligence.
C. The Noticee did not request for an E-hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
D .On examination of the Application and considering the facts, it is observed that the Company filed E-Form AOC-4 vide SRN AC0059820 on 18.12.2025 and while filing the said E-form the applicant mistakenly mentioned the date of Annual General Meeting as 30.09.2025 instead of 15.09.2025, due to which the Company is unable to file Form MGT-7 with correct date of Annual General Meeting. The said form was got auto approved under Straight through Process (STP) mode in contravention of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act.
E. The Rule 8(1) and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act reads as under:1.An electronic form shall be authenticated by authorised signatories using digital signature.XXX3.The authorized 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.
F. On perusal of the said Suo Motu Adjudication Application, reply received from the noticee and details available on MCA21 portal, it is observed that the aforementioned E-form AOC-4 was digitally signed, and Declaration was given by Mr. SHANKAR SRINIVASAN, Nominee Director (DIN: 02712026).
G. Section 134(1) of the Act states that the financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors for submission to the auditor for his report thereon. In compliance with the resolution dated 05.09.2025 passed by the Board, Mr. SHANKAR SRINIVASAN, Nominee Director (DIN: 02712026) have signed the E-form. Thus, he is liable for a penalty under Section 450 of the Act for default under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act.
H. The period of default is considered to be the date of filing Form AOC-4 that is 18.12.2025. Therefore, the officer in default namely Mr. SHANKAR SRINIVASAN, Nominee Director (DIN: 02712026) shall be liable to a penalty of Rs. 10,000/- (Rupees Ten Thousand Only). The Company does not fall under proviso of Section 2(85) of the Act.
I. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose a penalty of Rs. 10,000/- (Rupees Ten Thousand only) on Mr. SHANKAR SRINIVASAN, Nominee Director (DIN: 02712026) under Section 450 of the Act for default under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014.
J. It is hereby clarified that while filing new Form AOC-4, the Company shall not cause any change in its earlier attachment which was filed in E-Form AOC-4 vide SRN AC0059820 on 18.12.2025.
K. Further, it is also clarified that order is limited to rectifying the mistake in E-form AOC-4 an t shall have no consequence except rectification of E-form AOC-4.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1
|
SHANKAR SRINIVASAN . having DIN as 02712026 | The Company is directed to file fresh E-form AOC-4. | 10000
|
0
|
50000
|
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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
