Annual Return: Share Transfer Details Missing

A recent adjudication order highlights the critical importance of complete and accurate annual return filings, even for seemingly minor omissions.

Annual Return Filing Oversight Leads to Penalty

• Digilogic Systems Limited was penalized for failing to attach a list of share transfers executed on specific dates (09.03.2013 and 02.08.2013) to its Form 20B annual return.
• This omission constituted a contravention of statutory requirements under the Companies Act, 1956, specifically concerning the particulars of shares and shareholding patterns.
• The company voluntarily filed an adjudication application, attributing the oversight to an unintentional error.
• Despite the voluntary application and admission of violation during an e-hearing on 20.04.2026, a penalty of ₹10,000 each was imposed on the company and the officer in default.
• The order, dated 22.04.2026, mandates rectification and payment within 90 days, with an appeal window of 60 days.

This case serves as a reminder that meticulous attention to detail in statutory filings is paramount. Even unintentional oversights in attaching mandatory documents, such as share transfer details in annual returns, can lead to financial penalties, underscoring the need for robust internal compliance checks.

The adjudication order addresses penalty under Section 454 of the Companies Act, 2013 for contravention of provisions relating to annual return filing, invoking Section 450 for general penalty. The company filed Form 20B for its annual return but failed to attach the list of share transfers executed on specified dates, resulting in non-compliance with statutory requirements under the Companies Act, 1956. The company voluntarily filed an adjudication application and attributed the omission to an unintentional oversight, requesting leniency. During the e-hearing, the violation was admitted. The adjudicating authority, after considering submissions and records, held that failure to include mandatory attachments constituted a contravention warranting penalty under Section 450. Accordingly, a penalty of ₹10,000 each was imposed on the company and the officer in default. The order directs rectification and payment within 90 days and allows appeal within 60 days, reinforcing strict compliance obligations.

GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS ROC Hyderabad 2nd Floor Corporate Bhawan, GSI Post, Tattiannaram, Bandlaguda, Nagole, Hyderabad, Telangana, India, 500068 Phone: 040-29805427/29804327 E-mail: roc.hyderabad@mca.gov.in

Order ID: PO/ADJ/04-2026/HD/02040 | Dated: 22/04/2026

ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.

A. Appointment of Adjudicating Officer:

Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

In the matter relating to DIGILOGIC SYSTEMS LIMITED [herein after known as Company] bearing CIN U62099TG2011PLC077933, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at #102, 1ST FLOOR, DSL ABACUS TECH PARK UPPAL KALSA VILLAGE, UPPAL MANDAL NA RANGAREDDY RANGAREDDI TELANGANA INDIA 500039

In the matter relating to MADHUSUDHAN VARMA JETTY ___________

C. Provisions of the Act:

If a company or any officer of a company or any other person contravenes any of the provisions of this Act 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, and 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 l[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]

D. Facts about the case:

1. Default committed by the officers in default/noticee – The Company M/s Digilogic Systems Limited has submitted an Adjudication application dated 30.12.2025 with ROC on 06.01.2026 under Section 454 for adjudicating the offence under Section 92 of the Companies Act, 2013. As per Section 92(1)(d) Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding its shares, debentures and other securities and shareholding pattern. As per Provisions of 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 Act 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, and 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?. As per the Application the company has filed form 20B vide SRN: Q10517597 on 28.08.2013 for the AGM held on 02.08.2013. In Form 20B without attachment of the list of share transfers executed on 09.03.2013 and 02.08.2013 respectively in Schedule-V Annual Return. Hence not in compliance with the provisions of Section 159 of Companies Act, 1956

2. Sri. MADHUSUDHAN VARMA JETTY has opted for e-hearing and the same has been conducted on 20.04.2026. Sri. MADHUSUDHAN VARMA JETTY has appeared on behalf of him and the company in the e-hearing and admitted the violations.

1. Pursuant to the fact about the case, an e-SCN dated 27.03.2026 was issued to the company and its officer of the company who is in default, and the reply dated 08.04.2026 in the matter was submitted. Further an e-hearing in the matter also has been conducted on 20.04.2026.

In the reply it is submitted that the omission occurred due to an unintentional oversight at the time of filing and was neither deliberate nor with any intention to contravene the provisions of the Companies Act, 2013 and the company has voluntarily approached for adjudication. The company and the officer in default have prayed that no penalty be levied and in case adjudicating authority is of a differing view, then minimum penalty may be levied.

Based on the adjudication application, reply from the company and officer in default, submissions during the e-hearing and from the information available in MCA Portal in respect of the company, it is observed that the Company DIGI LOGIC SYSTEMS LIMITED has submitted an Adjudication application dated 30.12.2025 with ROC on 06.01.2026 under Section 454 for adjudicating the offence under Section 92 of the Companies Act, 2013. As per Section 92(1)(d) of the Companies Act, 2013, Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding its shares, debentures and other securities and shareholding pattern. As per Provisions of 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 Act 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, and 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. As per the Application the company has filed form 20B vide SRN: Q10517597 on 28.08.2013 for the AGM held on 02.08.2013. In Form 20B without attachment of the list of share transfers executed on 09.03.2013 and 02.08.2013 respectively in Schedule-V Annual Return. Hence not in compliance with the provisions of Section 159 of Companies Act, 1956. The adjudicating authority based on the adjudication application and the information available in MCA Portal in respect of the above named company and after taking into account the submissions from the applicants, do hereby impose the penalty as per the provisions of section 450 of the Companies Act, 2013.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.

4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.

5. Appeal against this order may be filed in writing with the Regional Director, RD Hyderabad within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.

Satya Singh, Registrar of Companies ROC Hyderabad

Readers should treat this as a tax and compliance update, not as personal advice.

This article is for general information based on available source information. It should not be considered legal, tax, investment, or financial advice.