The Registrar of Companies, Mumbai issued an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for a compliance lapse under Section 450 read with Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. The matter arose from the company’s suo motu application admitting an error in filing Form AOC-4 for FY 2022-23, where “No” was mistakenly selected instead of “Yes” for filing consolidated financial statements, preventing attachment of consolidated financials. The form was digitally signed by the director, who is responsible for ensuring the correctness of contents and attachments. After reviewing submissions, the Adjudicating Officer held the company and the officer in default liable for penalty, considering their status as a small company eligible for Section 446B relief. A penalty of ₹5,000 each was imposed, with directions to rectify the AOC-4 filing without altering approved financial statements. The order also outlines the penalty payment procedure and appeal rights.
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/12-2025/MB/01047 Dated: 09/12/2025
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 BANKERS QUOTIENT LEARNING SOLUTIONS PRIVATE LIMITED [herein after known as Company] bearing CIN U74120MH2013PTC239382, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1902, A TOWER, RAHEJA VIVAREA, SANE GURUJI MARG, SAAT RASTA, JACOB CIRCLE, MAHALAXMI NA MUMBAI MUMBAI CITY MAHARASHTRA INDIA 400011
Individual details:
In the matter relating to INDU NAIR ——
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 13.05.2025 filed by the Company and 3 Directors namely Mr. Indu Nair, Ms Jayashree Venkar, Mr Vishwanathan Mavila Nair (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(1) and (3) of the Companies (The Registration Office and Fees) Rules, 2014 on account of incorrect filing of E-form AOC-4 for FY 2022-23.
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 applicant stated that it had filed form AOC-4 for the F.Y. 2022-23 vide SRN F92211051 dated 14.02.2024. While filing the said E-form the applicant mistakenly selected No instead of Yes under Clause 12 of the said Form regarding filing of consolidated financial statements, due to which the Applicant was unable to attach the Consolidated Financials of the Company. The said form was digitally signed and Declaration was given by Mr. Indu Nair, Director.
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. Indu Nair, Director is liable to penalty subject to the provisions Section 450 of the Companies Act, 2013.
2. Noticees have not requested for E-Hearing on E-adjudication module and the Adjudicating Officer is also of the view that no E-hearing is required in the instant case.
E. Order:
1. A. A. Show Cause notice bearing ID: SCN/ADJ/10-2025/MB/02696 dated 14.11.2025 was issued to the Company and its Officers in default (hereinafter referred to as the Noticees) under Section 454 read with Section 450 of the Act electronically 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 Financial Year (hereinafter referred to as FY) 2022-23.
B. A reply on behalf of all the noticees to the said Show Cause Notice was received on the E-adjudication portal on 15.11.2025.
C. Noticees have not requested for E-Hearing on E-adjudication module 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, considering the facts and submission made by the noticees, it is observed that the Company filed E-Form AOC 4 vide SRN F92211051 on 14.02.2024 for FY 2022-2023 wherein it mistakenly selected No instead of Yes under Clause 12 of the said Form regarding filing of consolidated financial statements, due to which the Company was unable to attach the Consolidated Financials of the Company 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 AOC 4 was digitally signed and Declaration was given by Mr. Indu Nair, Director (DIN: 06426393). In accordance with the aforesaid provisions the Company and Ms. Indu Nair has made default under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act and shall be liable to penalty under Section 450 of the Act.
G. In accordance with the MCA filings, the Company, and its Officers in default shall be liable under the provisions of Section 450 for default under Rule 8(3) of the (Registration Offices and Fees) Rules, 2014 of the Act. The period of default is considered to be the date of filing Form AOC 4 i.e. 14.02.2024. Therefore, the Company and officer in default namely Ms. Indu Nair (DIN: 06426393) shall be liable to a penalty of Rs. 10,000/- (Ten Thousand Only).
H.Further, as per the E-form MGT 7A filed on 26.11.2022 vide SRN F48825046 for FY 2021-2022, the paid up capital of the Company was Rs.1,00,000/- and turnover was Rs.1,10,000/-. Therefore, being a Small Company under provisions of Section 2(85) of the Act, the Company and its officers in default are liable for penalty under Section 450 subject to the provisions of Section 446B 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. 5,000/- (Rupees Five Thousand only) each on the Company and its every Officer in default namely Ms. Indu Nair, Director (DIN: 06426393) under Section 450 of the Act for default under Rule 8(3) of the Comp (Registration Offices and Fees) Rules, 2014.
J. It is hereby clarified that while filing new Form AOC-4 for FY 2022-23, the Company shall not cause any change in the Financial Statements adopted by the Shareholders in Annual General Meeting held on 30.09.2023 which was filed in E-form AOC-4 vide SRN F92211051.
K. 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 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 | BANKERS QUOTIENT LEARNING SOLUTIONS PRIVATE LIMITED having CIN as U74120MH2013P TC239382 | Rectification of Default in the E-form AOC-4 required | 5000 | 0 | 200000 |
| 2 | INDU NAIR having DIN as06426393 |
Rectification of Default in the Eform AOC-4 required | 5000 | 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
