The Registrar of Companies (ROC), Chennai, passed an adjudication order under Section 454 of the Companies Act, 2013 regarding violation of Section 137 relating to delayed filing of financial statements. The company had conducted its Annual General Meeting for FY 2023–24 on 04.04.2025 and filed the financial statements through Form AOC-4 on 12.05.2025, whereas the statutory due date for filing was 30.10.2024. This resulted in a delay of 193 days, constituting non-compliance with Section 137. The company voluntarily filed a suo-moto adjudication application and submitted that the delay occurred inadvertently without mala fide intent. During the e-adjudication hearing, the company requested waiver of penalty. Upon examination, the adjudicating authority noted that the company had already rectified the default by filing the financial statements before issuance of the show-cause notice. Accordingly, invoking Section 454(2) of the Act, the ROC held that no penalty was leviable on the company or its directors.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/03-2026/CN/01719 | Dated: 11/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 137(3) 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 NET CARBON VISION PRIVATE LIMITED [herein after known as Company] bearing CIN U62099TN2023PTC160928, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1ST FLOOR, NO.270 TO 276 (684-690) FLAT NO.3B-2 SEETHAKATHI BUSINESS CENTRE, ANNA SALAI, THOUSAND LIGHTS GREAMS ROAD CHENNAI CHENNAI TAMIL NADU INDIA 600006
Individual details:
In the matter relating to NAWAB JOHN RIZWAN ________
In the matter relating to VENKATARAMAN MURALI ________
In the matter relating to SYED ABDUL KHADER ________
In the matter relating to . AHAMED SADIQUE ________
C. Provisions of the Act:
(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company M/ NET CARBON VISION PRIVATE LIMITED and its directors have filed the e-form GNL-1 vide SRN N30934459 dated 27.05.2025 and have also submitted a physical Suo-moto adjudication application under Section 454 of the Companies Act, 2013 for the Violation of Section 137 of the Companies Act, 2013, which read as follows:
137 (1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed.
(2) Where the annual general meeting of a company for any year has not been held, the financial statements along with the documents required to be attached under sub-section (1), duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be filed with the Registrar within thirty days of the last date before which the annual general meeting should have been held and in such manner, with such fees or additional fees as may be prescribed In this regard, the company is required to file a copy of the financial statement within thirty days of the last date before which the annual general meeting should have been held. However, the company has conducted the annual general meeting for the financial year 2023 -2024 on 04.04.2025 and the copy of Financial statement was filed by the company on 12.05.2025 through e-form AOC-4 vide SRN No. N30704522. In view of the above, the Company ought to have filed Financial Statement for the Financial Year 2023-24 on or before 30.10.2024, but the Company have filed Financial Statement for the Financial Year 2023-24 on 12.05.2025 with a delay of 193 days. This resulted in the violation of Section 137 of the Companies Act, 2013 and hence the Company and its officers in default are liable for penal action under Section 137(3) of the Companies Act, 2013.
2. The Adjudicating Authority has issued notice for e-Adjudication vide SCN/ADJ/01-2026/CN/03423 on 14.01.2026. The Company vide letter dated 15.01.2026 submitted that the delay in filing Financial statement was inadvertent and without mala fide intention. The Company further requested that the adjudication proceedings be treated as per the Section 454(2), to impose zero penalty in this matter.
Further the Adjudicating Authority has issued notice for e-hearing on 11.02.2026 for e-hearing scheduled on 19.02.2026. The Practicing Company Secretary Mr. Ssohan R Baggmar, the authorized representative attended the e-hearing scheduled on 19.02.2026 and made submissions that the violation may be adjudicated by imposing zero penalty.
E. Order:
1. On perusal of the Adjudication Application and relevant forms, it is noticed that the Company has filed the e-form AOC-4 for the Financial year 2023-24, vide SRN No. N30704522 dated 12.05.2025 with a delay of 102 days which resulted in the violation of Section 137(2) of the Companies Act, 2013. However, the company has filed the e-form AOC-4 prior to the issuance of the notice by the Adjudicating Officer (notice issued on 14.01.2026). Therefore, as per Section 454(2) of the Companies Act, 2013, no penalty shall be imposed on the Company and the officers in default.
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 | NET CARBON VISION PRIVATE LIMITED having CIN as U62099TN2023P TC160928 | 0 | 0 | 200000 | |
| 2 | NAWAB JOHN RIZWAN having DIN as 05111331 | 0 | 0 | 50000 | |
| 3 | VENKATARAMA N MURALI having DIN as 10168509 | 0 | 0 | 50000 | |
| 4 | SYED ABDUL KHADER having DIN as 09315543 | 0 | 0 | 50000 | |
| 5 | . AHAMED SADIQUE having DIN as 10550964 | 0 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
