ROC Gwalior Imposes Penalty for Non-Filing of Consolidated Financial Statements

The Registrar of Companies (ROC), Gwalior, imposed a penalty on Xtranet Technologies Limited and its officer in default for violation of section 137 of the Companies Act 2013.

Background of the case

The company Xtranet Technologies Limited filed a suo-motu application for adjudication of penalty under Section 454 of the Companies Act, 2013, for non-compliance with Section 137 of the Companies Act, 2013, read with Rule 12 of the Companies (Accounts) Rules, 2014. The application was filed through Form GNL-1 on September 23, 2025.

After verification, it was observed that the company had violated Section 137 of the Act. The company had a statutory obligation to prepare Consolidated Financial Statements (CFS) for itself and its subsidiary and to file them with the Registrar of Companies in Form AOC-4 CFS for the financial year 2016-17.

However, while filing Form AOC-4 for FY 2016-17, the company incorrectly selected “No” in Clause 12, “Whether consolidated financial statements are required or not.” Because of this mistake, the Consolidated Financial Statements were not attached, and Form AOC-4 CFS was not filed for that financial year.

After reviewing the facts and circumstances in the e-hearing, ROC observed that the company failed to comply with Section 137 of the Companies Act, 2013.

Under Section 137 of the Companies Act, 2013, if a company fails to file its financial statements within the prescribed time, the company is liable to a penalty of Rs 10,000, and in case of a continuing default, Rs 100 per day for each day of delay, subject to a maximum penalty of Rs 200,000.

As a result, ROC imposed a penalty of Rs 200,000 on the company and Rs 50,000 on its officers in default.