Can a company revise, re-file, or rectify Form AOC-4 after it has already been approved by the Registrar of Companies (ROC) ?

Can a company revise, re-file, or rectify Form AOC-4 after it has already been approved by the Registrar of Companies (ROC) ?.

Ans. Yes as per followings section of Companies Act,2013

1. Rule 10(6) of the Companies (Registration Offices and Fees) Rules, 2014.

In case the Registrar finds any e-form or document filed under Straight Through Process as defective or incomplete in any respect, at any time suo-motu or on receipt of information or compliant from any source at any time, he shall treat the e-form or document as defective in the electronic registry and shall also issue a notice pointing out the defects or incompleteness in the e-Form or document at the last intimated e-mail address of the person or the company which has filed the document, calling upon the person or company to file the e-Form or document afresh along with fee and additional fee, as applicable at the time of actual re-filing, after rectifying the defects or incompleteness within a period of thirty days from the date of the notice

2. Section 454(3) First Proviso Adjudication of Penalties

Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.

RELEVENT CASE LAWS

1. ADJUDICATION ORDER IN THE MATTER OF ASSEMBLE SUPPLIERS PRIVATE LIMITED JUNE 30, 2026

1. Facts of the Case

The case arises from an adjudication order issued by the Registrar of Companies (ROC), Kolkata I, under Order ID PO/ADJ/06-2026/WB/02464 dated June 30, 2026, in the matter of Assemble Suppliers Private Limited (CIN: U52190WB2011PTC168515) and its certifying Director, Adarsh Sharma (DIN: 09810431). While e-filing Form AOC-4 for the financial year 2024–25 (SRN: AC1779654), the company committed a clerical workflow mistake at Point No. 11, which relates to the requirement for Consolidated Financial Statements (CFS). Due to layout confusion, the option "NO" was inadvertently selected instead of "YES," thereby preventing the system from generating the mandatory consolidated financial entry tabs. Consequently, an incomplete statutory form was submitted and subsequently approved under Straight Through Processing (STP). Upon discovering the mistake, the company voluntarily approached the registry by filing Form GNL-1 (SRN: AC2560368), supported by a Board Resolution, a Request Letter, and an Affidavit, seeking to have the approved AOC-4 marked as "Defective" so that a fresh, accurate form could be uploaded.

2. Legal Provisions

The regulatory action against the company and its officer was based on three primary statutory grounds under the Companies Act, 2013 and its associated rules. First, Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 mandates that the authorized signatory and certifying professional bear strict legal responsibility for ensuring the correctness of the contents of any electronic form and its attached enclosures. Second, because Rule 8(3) does not contain a self-contained penal clause, Section 450 of the Companies Act, 2013 was invoked as the residual penalty provision, which imposes a fine of ₹10,000 on the company and every officer in default for contraventions where no specific punishment is provided elsewhere in the Act. Third, the Adjudicating Officer acted under the statutory powers conferred by Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, to hold adjudication proceedings, examine the written admissions, and pass the final penalty order.

3.  Conclusion

The Adjudicating Officer concluded that statutory e-forms on the MCA electronic registry constitute public records relied upon by regulators, shareholders, creditors, and other stakeholders. Uploading incorrect data on the face of a form directly completes a statutory violation under Rule 8(3), regardless of whether the error was inadvertent. The ROC held that while filing Form GNL-1 provides a valid administrative pathway for the company to mark the old SRN as defective and unlock re-filing on the portal, this administrative request does not erase the completed statutory default. Consequently, under Section 450 read with Rule 8(3), the ROC imposed a penalty of ₹10,000 on Assemble Suppliers Private Limited and an additional penalty of ₹10,000 on Director Adarsh Sharma, bringing the total penalty to ₹20,000. The noticees were directed to rectify the defect on the MCA portal within the prescribed timeline, pay the penalty via the 'e-Adjudication' portal within 90 days—specifically requiring the director to pay from personal income rather than company funds—and were informed of their right to appeal to the Regional Director (Eastern Region), Kolkata, within 60 days via Form ADJ under Section 454(5).

2. IN THE MATTER OF IBERIA PHARMACEUTICALS INDIA LIMITED

1.  Facts of the Case

The case originates from an adjudication proceeding conducted by the Registrar of Companies (ROC), Delhi, culminating in a corrected order issued on July 1, 2026 (rectifying an earlier order dated June 16, 2026) under e-SCN reference SCN/ADJ/05-2026/DL/04388, concerning Iberia Pharmaceuticals India Limited (CIN: U24232DL2013PLC250040). The company had originally filed Form AOC-4 for the financial year 2017–18 on January 9, 2019 (SRN: H41393968). Although all underlying financial documents were filed on time, the radio button corresponding to Consolidated Financial Statements (CFS) was inadvertently left unselected during submission, causing the e-form to be recorded without complete CFS particulars. The clerical oversight went unnoticed for several years until it was identified during a Secretarial Audit conducted for a proposed Initial Public Offering (IPO). To rectify the public registry, the company voluntarily submitted Form GNL-1 (SRN: AC3034175) on April 18, 2026, requesting the ROC to treat the previously approved Form AOC-4 as "Defective" to enable the re-filing of a complete e-form.

2.  Legal Provisions

The legal framing of the case centered on the statutory filing obligations under Section 137(1) of the Companies Act, 2013, which governs the mandatory submission of financial statements (including consolidated statements) to the Registrar. While the initial Show Cause Notice cited Section 450 (the residual penalty provision), the Adjudicating Officer determined that failing to attach complete consolidated particulars constitutes a default directly under Section 137(1). The adjudication was conducted pursuant to Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014. Crucially, the authority relied upon the proviso to Section 454(3) of the Companies Act, 2013, which specifies that where a non-compliance relating to financial disclosures under Section 137 is rectified by the company within the timeline directed by the Adjudicating Officer, no monetary penalty shall be imposed on the company or its officers in default. Additionally, former directors who were not part of the Board during the relevant financial year were exonerated from liability under the definition of "officer in default."

3.  Conclusion

The Adjudicating Officer concluded that an incorrect or incomplete filing on the public registry cannot simply be marked defective through administrative discretion alone; it requires formal statutory adjudication under Section 454. However, taking into account that the default was procedural and voluntarily disclosed, the ROC applied the proviso to Section 454(3) to grant full remedial relief. The Adjudicating Officer recorded a monetary penalty of ₹0 (Zero) for Iberia Pharmaceuticals India Limited as well as all relevant directors and officers in default (including Nitin Jain and Parveen Kumar Jain). The order directed the company to file the rectified Form AOC-4 on the MCA portal within 30 days, stipulating that failure to re-file within this window would render the zero-penalty relief null and void. Furthermore, under Section 454(3), the company was directed to disclose the details and reasons of the adjudication order in its upcoming Board's Report.

3. IN THE MATTER OF SURI CONSUMER PRIVATE LIMITED & PRANAVI SURI

1.  Facts of the Case

The case originates from an adjudication order passed by the Registrar of Companies (ROC), Mumbai II, under Order ID PO/ADJ/06-2026/MR/02443 dated June 29, 2026, involving Suri Consumer Private Limited (CIN: U74110MH2020PTC405020) and its Director, Pranavi Suri (DIN: 10771153). The company had filed Form AOC-4 for the financial year 2024–25 on December 27, 2025 (SRN: AC0523964), authenticated and digitally signed by Director Pranavi Suri. While filing the e-form, an inadvertent clerical error occurred at Point No. 6 (selection of applicable Accounting Taxonomy), where the radio button for "Ind AS Taxonomy" was selected instead of "AS Taxonomy". Upon detecting the error, the company voluntarily submitted a suo-motu adjudication application under Section 454 on June 12, 2026 (SRN: AC3893329), admitting the clerical oversight and requesting the matter to be decided on written submissions without a personal hearing.

2.  Legal Provisions

The regulatory authority relied on Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, read with Rule 8(1), which mandates that the authorized signatory and certifying professional bear strict legal responsibility for ensuring the accuracy of all entries and attachments submitted in an electronic form. Because Rule 8(3) does not prescribe an independent penal clause, the Adjudicating Officer invoked Section 450 of the Companies Act, 2013, which acts as the residual penalty provision, imposing a statutory fine of ₹10,000 on defaulting officers for contraventions where no specific punishment is outlined elsewhere in the Act. The proceeding was adjudicated under the powers conferred by Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014.

3.  Conclusion

The Adjudicating Officer held that selecting incorrect data on a statutory e-form directly violates Rule 8(3), as statutory filings form part of the electronic public registry. While acknowledging that the default was clerical, non-repetitive, and lacked mala fide intent, the ROC clarified that an unintentional mistake still completes a statutory contravention that requires formal penalty adjudication. Consequently, under Section 450 read with Rule 8(3), a penalty of ₹10,000 was imposed exclusively on the certifying Director, Pranavi Suri, while no monetary penalty was levied on the company itself. The Director was ordered to pay the fine from her personal sources/income (not company funds) via the MCA 'e-Adjudication' portal within 90 days and complete the portal rectification, with the right to appeal to the Regional Director (RD), Navi Mumbai, within 60 days using Form ADJ under Section 454(5).

Correct Legal Reference

Application for nullification of Form AOC-4 is made under Section 137 read with Section 454(3) First Proviso & Rule 10(6) of the Companies (Registration Offices and Fees) Rules, 2014.

Step-by-Step Procedure

Step 1: Identify the Error

Review the SRN of the filed AOC-4 and determine the specific error that needs correction.

Step 2: Hold a Board Meeting

Convene a meeting of the Board of Directors to approve the proposal for nullification or withdrawal of the previously filed AOC-4. Authorize one director to make an application to ROC for nullification.

Step 3: Prepare an Affidavit

A director must swear an affidavit confirming that:

• The error was inadvertent and unintentional.
• The company seeks nullification of the earlier AOC-4.
• No amendment or alteration will be made to the existing audited financial statements.

Step 4: Submit to ROC

Submit the documents either physically at the ROC office or via official email communication with signed PDF attachments.

Step 5: Await ROC Response

The ROC, after verification and satisfaction that the mistake was unintentional, will nullify the earlier SRN and permit refiling of Form AOC-4.

Conclusion

The procedure for nullification or rectification of Form AOC-4 is an administrative process to maintain accurate records of company filings. It is available only when the mistake is genuine and non-fraudulent. By following the correct legal provisions, passing a board resolution, and submitting an affidavit and covering letter, companies can correct inadvertent mistakes and ensure full compliance with Section 137 of the Companies Act,