[Opinion] Authorized signatory could be penalized for wrong certification and filing of financial statements in Form AOC-4
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- Last Updated on 24 November, 2022
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[2022] 145 taxmann.com 121 (Article)
1. Financial statements of the company
Accountability of the company to the stakeholders is a mandatory requirement under the Companies Act and this is done via financial statements, disclosures, the board’s report and the auditor’s report by the company in every financial year. The main means of communication between the board of directors and the shareholders is through the financial statements.
Form AOC 4 is the specified form which is required to be filed along with the financial statements for each financial year with the specified attachments with the Registrar of Companies within 30 days from the date of the annual general meeting held by the company where the financials are adopted by the shareholders of the company
2. Certifying and filing the financial statements with ROC
The companies Act 2013, causes responsibility on the company for filing the accurate financial statements and the authorised person for filing the financial statements in specified form AOC-4 has to ensure for its correctness of the contents and correctness of the enclosures attached with the form.
The authorized person (generally a director or manager/chief executive officer/chief financial officer or company secretary) has to make a declaration certifying that all Information provided in the form is true and correct and is in compliance with the law. The form is required to be digitally signed along with DIN if it is signed by a director or along with PAN if the same is signed by a manager, chief executive officer, chief financial officer or by company secretary.
The e-form is also required to be certified by a practicing chartered account/cost accountant/company secretary by providing a declaration that he/she certifies that all information to be true, correct and complete and the practicing professional has to provide his/her membership number and the status i.e. fellow or associate.
3. Relevant provisions under the Companies Act 2013
As per the Companies (Registration Offices and Fees) Rules 2014, the following are the relevant provisions on this matter.
| Companies (Registration Offices and Fees) Rules 2014. | Provisions |
| Rule 8 (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. |
| Rule 8 (7) | It shall be the sole responsibility of the person who is signing the form and processional who is certifying the form to ensure that all the required attachments relevant to the form have been attached completely and legibly as per provisions of the Act and rules made thereunder to the forms or application or returns filed. |
4. Penal provision for any default/violation under the Companies Act 2013
Section 450 of the Companies Act 2013 is applicable in this case since no specific penalty is provided in the relevant section/rules. As per section 450 of the Companies Act 2013, if a company or any officer of a company or any other person contravenes any of the provisions of this Ac 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, any 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 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.
5. Specific provisions for levying lesser penalty
Section 446B of the Companies Act 2013 provides for lesser penalties for certain companies and the relevant provision is as given below:-
Section 446B – Notwithstanding anything contained in this Act, if a penalty is payable for non-compliance of any of the provisions of this Act by One Person Company, small company, start-up company or Producer company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one half of the penalty specified in such provisions, subject to a maximum of two lakhs rupees.
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