The Registrar of Companies, Mumbai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing a penalty for violation of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, read with Section 450 of the Act. The case arose from a suo-motu application admitting an incorrect filing of e-Form AOC-4 for FY 2024–25, where an erroneous selection led the MCA system to classify the company as a small company, preventing correct filing of the annual return in Form MGT-7. As the form was digitally signed and auto-approved under the straight-through process, responsibility for accuracy rested with the authorised signatory. The Registrar held that incorrect certification of statutory e-forms constitutes a contravention even if unintentional. Accordingly, a penalty of ₹10,000 was imposed personally on the director, limited solely to rectification of the filing error, with no further consequences beyond compliance.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/01-2026/MB/01333 Dated: 03/01/2026
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 VERA SOLUTIONS PRIVATE LIMITED…………
Individual details:
In the matter relating to SANDHYA RAO MAJITHIA…………….
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 04.12.2025 filed by the Ms Sandhya Rao Majithia, Director (DIN: 10693820) (hereinafter referred to as the Applicant) under Section 454 read with Section 450 of the Companies Act, 2013 (hereinafter referred to as the Act) for default under Rule 8(3) and Rule 10 of the Companies (The Registration Office and Fees) Rules, 2014 on account of incorrect filing of E-form AOC-4 for Financial Year 2024-25 (hereinafter referred to as FY 2024-25).
Whereas Rule 8(1) and (3) of the Companies (The Registration Office and Fees) Rules, 2014 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 applicant stated that it had filed form AOC-4 for the F.Y. 2024-25 vide SRN AB7980503 dated 07.10.2025. While filing the said E-form the applicant mistakenly selected No under the field Whether the company is subsidiary company as defined under clause 2(87) of the Act, due to which the MCA system began recognising the Company as a Small Company. Thus, the Company unable to file correct Annual Return in E-form MGT-7. The said form was digitally signed, and declaration made by Ms. Sandhya Rao Majithia, Director.
Whereas the authorised signatory, who certified e-form AOC-4 filed vide SRN AB7980503 on 07.10.2025, 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, Ms. Sandhya Rao Majithia, Director 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/12-2025/MB/03052 dated 12.12.2025 was issued to the Officer in default viz. Ms. SANDHYA RAO MAJITHIA, Director (DIN: 10693820) (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 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 16.12.2025.
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 AB7980503 on 07.10.2025 and while filing the said E-form the noticee mistakenly selected No under the field Whether the company is subsidiary company as defined under clause 2(87) of the Act, due to which the MCA system began recognising the Company as a Small Company. Thus, the Company unable to file correct Annual Return in E-form MGT-7. 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: a.An electronic form shall be authenticated by authorised signatories using digital signature.
b. 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 was digitally signed, and Declaration was given by Ms. SANDHYA RAO MAJITHIA, Director (DIN: 10693820). Thus, she is liable for 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 07.10.2025. Therefore, the officer in default namely Ms. SANDHYA RAO MAJITHIA, Director (DIN: 10693820) shall be liable to a penalty of Rs. 10,000/- (Rupees Ten Thousand Only). The Company being subsidiary of a foreign Company ,it does not fall under proviso of Section 2(85) of the Act and thus the provisions of Section 446B of the Act does not apply in the instant case.
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 Ms. SANDHYA RAO MAJITHIA, Director (DIN: 10693820) 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 its earlier attachment which was filed in E-form AOC-4 vide SRN AB9033682 on 07.10.2025.
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 | SANDHYA RAO | NA | 10000 | 0 | 50000 |
| MAJITHIA having | |||||
| DIN as 10693820 |
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
