The ROC Mumbai imposed a penalty under Section 450 of the Companies Act, 2013 on a director for filing incorrect details in Form AOC-4 for FY 2023-24. The company, which had a subsidiary, was required to file AOC-4 CFS, but while filing the e-form, the director inadvertently selected “No” instead of “Yes” regarding the subsidiary disclosure. The incorrect form was digitally signed and auto-approved through the Straight Through Processing (STP) system. The ROC held that under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, the authorized signatory is responsible for ensuring correctness of the contents and enclosures of e-forms. The authority concluded that the erroneous certification amounted to contravention of the Rules, attracting penalty under Section 450. Consequently, a penalty of Rs. 10,000 was imposed on the director. ROC clarified that rectification of the form should not alter the already adopted financial statements or attached documents.
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/05-2026/MH/02277 | Dated: 27/05/2026
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. 698(E) dated 10/02/2026 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 SHRI VINAYAKA PRODUCTS PRIVATE LIMITED [herein after known as Company] bearing CIN U15205MH1991PTC064321, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at TODI ESTATE, 1ST FLOOR. SUNMILL COMPOUND, LOWER PAREL (W), NA MUMBAI MAHARASHTRA INDIA 400013
Individual details:
In the matter relating to MADHAV BABULAL TODI_______
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 -I (hereinafter referred to as the ROC, Mumbai I) is in receipt of a suo-motu Adjudication Application on 05.05.2026 filed by Mr. Madhav Babulal Todi, Director (DIN: 00230866) (hereinafter referred to as the Applicant) under Section 454 of the Companies Act, 2013 (hereinafter referred to as the Act) on account of filing incorrect details in E-form AOC-4 for Financial Year 2023-24 (hereinafter referred to as FY 2023-24).
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. 2023-24 vide SRN N07125537 on 25.10.2024. The Applicant stated that the Company is having a subsidiary Company and required to file the E-from AOC-4 CFS. However, while filing the said E-form the applicant inadvertently selected option NO instead of YES at point 12 of the said form. The said form was digitally signed, and declaration made by Mr. Madhav Babulal Todi, Director (DIN: 00230866). 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. Madhav Babulal Todi, Director (DIN: 00230866) 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/05-2026/MH/04360 dated 11.05.2026 was issued to the Officer in default viz. Mr. MADHAV BABULAL TODI, Director (DIN: 00230866) (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 2023-24.
B. A reply of the noticee to the said Show Cause Notice was received on the E-adjudication portal on 25.05.2026.
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 perusal of the Application and considering the facts, it is observed that the Company filed E-Form AOC-4 vide SRN N07125537 on 25.10.2024. the Company is having a subsidiary Company and required to file the E-from AOC-4 CFS. However, while filing the said E-form the applicant inadvertently selected option NO instead of YES at point 12 of the said form. The said form got auto approved under Straight through Process (STP) mode. Certification of E-form which was in AOC-4 XBRL resulted 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.
3.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. Further, the aforementioned E-form AOC-4 XBRL was digitally signed, and Declaration was given by Mr. MADHAV BABULAL TODI, Director (DIN: 00230866). 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.
G. The period of default is considered to be the date of filing Form AOC-4 that is 25.10.2024. Therefore, the officer in default namely Mr. MADHAV BABULAL TODI, Director (DIN: 00230866) shall be liable to a penalty of Rs. 10,000/- (Rupees Ten Thousand Only). The Company does not fall under provisions of Section 2(85) of the Act.
H. 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. MADHAV BABULAL TODI, Director (DIN: 00230866) under Section 450 of the Act for default under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014.
I. It is hereby clarified that while filing new Form AOC-4, the Company shall not cause any change in financial statement and enclosures thereof as adopted by the Shareholders in General meeting which was filed in E-Form AOC-4 vide SRN N07125537 on 25.10.2024.
J. Further, it is also clarified that order is limited to rectifying the mistake in E-form AOC-4 and it 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 | Rectification of | Penalty Amount | Additional Penalty | Maximum limit for |
| on whom penalty imposed (B) | Default required
(C) |
(D) | (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Penalty (F) | |
| 1
|
MADHAV BABULAL TODI having DIN as 00230866 | NA | 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 I
