The Registrar of Companies (ROC), Gwalior issued an adjudication order dated 03 March 2026 under Section 454 of the Companies Act, 2013 for violation of Section 137(3) concerning failure to file financial statements. The company had a statutory obligation to prepare and file Consolidated Financial Statements (CFS) along with Form AOC-4 CFS for the financial year 2015–16 because it had a subsidiary. However, while filing Form AOC-4, the company incorrectly marked the declaration stating that consolidated financial statements were not required. As a result, the consolidated financial statements were not attached and Form AOC-4 CFS was not filed. The company later filed a suo-moto application for adjudication stating that the omission occurred due to an inadvertent and bona fide oversight. After verification of records and hearing the authorized representative, the adjudicating authority concluded that the company had violated Section 137. Considering the continuing default from 21.02.2018 to 12.09.2025, a penalty of ₹2,00,000 was imposed on the company and ₹50,000 each on two officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Gwalior
Registrar Of Companies, 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh, India, 474009
Phone: 0751-2321907
Fax: 0751-2631853
E-mail: roc.gwalior@mca.gov.in
Order ID: PO/ADJ/03-2026/GL/01708 | Dated: 03/03/2026
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 XTRANET TECHNOLOGIES LIMITED [herein after known as Company] bearing CIN U72200MP2002PLC014956, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at Z-24, ZONE – 1, M.P. NAGAR NA BHOPAL BHOPAL MADHYA PRADESH INDIA 462011
Individual details:
In the matter relating to JOGENDRAPAL SINGH ALAGH__________
In the matter relating to SUKHBIR SINGH KUKREJA_____________
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 XTRANET TECHNOLOGIES LIMITED (CIN: U72200MP2002PLC014956) has filed suo-moto an application of Adjudication under section 454 of the Companies Act, 2013 for Adjudication of Penalties for Non-compliance of Section 137 of the companies Act, 2013 read with Rule 12 of Companies (Accounts) Rules, 2014 through the e-Form GNL-1 vide SRN: AB7190596. This office has verified the facts and found that the company has violated the provision of section 137 of Companies Act 2013 as the company was under statutory obligation to prepare Consolidated Financial Statements (CFS) of the company and its subsidiary in the same form and manner as that of its own and to file the same in Form AOC-4 CFS along with the prescribed filing fees with the ROC for FY 2015-16. While preparing and filing Form AOC-4 for the financial year 2015-16, the response to clause 12 “Whether consolidated financial statements required or not” was incorrectly marked as NO, considering that the Company was not required to file consolidated financial statements.
2. However, due to an inadvertent and bona fide oversight, the consolidated Financial Statements (CFS) were not attached and consequently, the Company did not file Form AOC-4 CFS for the Financial year 2015-16.
The company has filed an application dated 23.09.2025, accordingly the matter has been taken up and opportunity of being heard has been given to the applicants on 16.02.2026.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/12-2025/GL/03287 dated 05.01.2026 was issued to the Company and its Officers in default (hereinafter referred to as the notices) under Section 454 for adjudication of penalties for non-compliance of Section 137 of the Act.
B. The company has filed an application dated 23.09.2025, accordingly the matter has been taken up and an opportunity of being heard was granted by the Adjudicating Officer to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 16.02.2026 at 03:30 PM (IST) and notice bearing ID: EH/ADJ/02-2026/GL/01198 dated 12.02.2026 was issued. The authorised representative on behalf of the company appeared and attended the hearing.
C. Based on the facts and circumstances of the case, it is observed that the Company has violated the provision of section 137, of the companies Act 2013 by making non-compliances in the Financial Year 2015-16 as the company was under statutory obligation to prepare Consolidated Financial Statements (CFS) of the company and its subsidiary in the same form and manner as that of its own and to file the same in Form AOC-4 CFS along with the prescribed filing fees with the ROC for FY 2015-16. While preparing and filing Form AOC-4 for the financial year 2015-16, the response to clause 12 “Whether consolidated financial statements required or not” was incorrectly marked as NO, considering that the Company was not required to file consolidated financial statements. However, due to an inadvertent and bona fide oversight, the consolidated Financial Statements (CFS) were not attached and consequently, the Company did not file Form AOC-4 CFS for the Financial year 2015-16.
D. The period of default is considered from 21.02.2018 to 12.09.2025. Accordingly, 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.
E. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs. 2,00,000/- (Two Lakh Only) on the Company and Rs. 50,000/- (Fifty Thousand Only) on its 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 | XTRANET TECHNOLOGIES LIMITED having CIN as U72200MP2002P LC014956 | 200000 | 0 | 200000 | |
| 2 | JOGENDRAPAL SINGH ALAGH having DIN as 00411418 | 50000 | 0 | 50000 | |
| 3 | SUKHBIR SINGH KUKREJA having DIN as 00411525 |
50000 | 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 Ahmedabad 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.
Anjali Pokhriyal,
Registrar of Companies
ROC Gwalior
