193-Day Delay in Filing AOC-4 – Yet No Penalty?

Can a company delay filing its financial statements (AOC-4 Delay) by over 6 months and still escape penalty?

Surprisingly, yes.

In a recent adjudication order passed by the Registrar of Companies (ROC), Chennai, a company that delayed filing its financial statements by 193 days was granted zero penalty.

This case provides valuable insights into how Section 137 and Section 454 of the Companies Act, 2013 operate in practice.

Case Overview (AOC-4 Delay)

The case involves Net Carbon Vision Private Limited, where the company failed to file its financial statements within the prescribed timeline.

• Financial Year: 2023–24
• Due Date for Filing: 30 October 2024
• Actual Filing Date: 12 May 2025
• Total Delay: 193 days

Under normal circumstances, such a delay would attract penalties under Section 137(3) of the Companies Act, 2013.

Legal Requirement under Section 137

Section 137 mandates that every company must file its financial statements with the ROC:

• Within 30 days of the AGM, or
• If AGM is not held, within 30 days from the last date on which AGM should have been held

137

(1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed

(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the Directors of the company, shall be shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.

Penalty Structure:

• Company: ₹10,000 + ₹100 per day (max ₹2,00,000)
• Directors: ₹10,000 + ₹100 per day (max ₹50,000 each)

Clearly, a delay of 193 days could have resulted in significant penalties.

What Saved the Company?

This is where the case becomes interesting.

The company had:

• Filed its financial statements before receiving any notice
• Filed a suo moto adjudication application
• Claimed the delay was inadvertent and without mala fide intent

Additionally, during the hearing, the company requested that the matter be considered under Section 454(2) of the Companies Act, 2013.

Role of Section 454(2)

Section 454(2) empowers the adjudicating officer to consider cases where defaults are voluntarily rectified before enforcement action.

In this case:

• The default was already corrected
• The filing was done before issuance of notice (14.01.2026)

This played a decisive role in granting relief.

Final Order of ROC Chennai

After reviewing the facts, the ROC concluded:

• The company had indeed violated Section 137
• However, since compliance was completed before notice, no penalty would be imposed

Penalty Summary:

Entity	Penalty
Company	₹0
Directors	₹0

Key Takeaways for Companies

• Delay does not always mean penalty
• File before notice to improve chances of relief
• Suo moto adjudication can be a powerful compliance tool
• Demonstrating absence of mala fide intent matters

This case reinforces that timely corrective action can significantly reduce regulatory exposure.

Final Thoughts

This ROC Chennai order highlights an important compliance principle:

Voluntary compliance, even if delayed, can still work in your favour.

For professionals and companies alike, this is a reminder to act quickly when a default is identified.

If handled correctly, even a 193-day delay may not cost you financially.

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