ROC Levies Zero Penalty on Company Despite Late Filing of Financial Statement: Know How
The Registrar of Companies (ROC), Chennai, has issued a penalty order against a company for violating section 137 of the Companies Act. However, the said penalty was reduced to zero.
The company, Net Carbon Vision Private Limited, had conducted its annual general meeting (AGM) for FY 2023-24 on April 4, 2025. This was a clear violation of section 137 of the Companies Act, according to which the company was supposed to file its financial statements, including consolidated statements and attachments, with the ROC within 30 days of holding the AGM. However, the company delayed this filing by 193 days.
The said violation was voluntarily disclosed by the company through a suo motu adjudication application under Section 454 of the Companies Act, 2013.
Therefore, the ROC held the company and its directors liable for the penal action under section 137(3) of the Companies Act. However, since the company filed the financial statements (AOC-4) prior to the issuance of the notice of the adjudicating officer, the ROC levied zero penalty on the company and its directors as per Section 454(2) of the Companies Act.