How to Rectify or Nullify Form AOC-4 Filed with ROC

(With Legal Basis, Drafts, and Procedure – Companies Act, 2013)

Introduction

Form AOC-4 is a mandatory annual filing under Section 137 of the Companies Act, 2013. Every company registered in India must file its audited financial statements and Board’s Report in Form AOC-4 with the Registrar of Companies (ROC).

However, companies sometimes discover that they have uploaded incorrect attachments, selected the wrong form category, or made technical or clerical errors after submission. Since the MCA portal does not allow direct modification once a form is approved, the company must request the Registrar to nullify or withdraw the incorrect Form AOC-4 and allow refiling of a corrected form.

This document explains the complete procedure, legal basis, and required drafts for rectification or nullification of AOC-4 filed with ROC.

Legal Basis for Nullification or Rectification

Although the Companies Act, 2013 does not expressly provide a specific provision for nullification, the Registrar of Companies is empowered to consider such requests under the following enabling sections and rules.

1. Section 137 – Filing of Financial Statements

Section 137 mandates every company to file its financial statements with the Registrar within thirty days of the Annual General Meeting. If an error occurs in the filed document, the company may refile it after obtaining administrative approval from ROC.

“Every company shall file with the Registrar a copy of the financial statements duly adopted at the annual general meeting in such manner as may be prescribed.”

2. Section 403 – Re-filing with Additional Fees

Once ROC grants approval for nullification, the company may refile the corrected Form AOC-4 upon payment of normal or additional fees as per Section 403.

3. Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014

Rule 10 provides that where a document filed with the Registrar is defective or incomplete, the Registrar may allow the company to correct the same within a specified time if satisfied that the error was inadvertent.

Correct Legal Reference

Application for nullification of Form AOC-4 is made under Section 137 read with Sections 399 and 403 of the Companies Act, 2013 and Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014.

Common Grounds for Nullification or Rectification

1. Incorrect or mismatched attachments such as the Balance Sheet or Notes to Accounts.

2. Uploaded unsigned or outdated documents.

3. Wrong financial year or form type selected.

4. Technical error or duplicate submission.

5. Wrong document attached or missing auditor signature.

Step-by-Step Procedure

Step 1: Identify the Error

Review the SRN of the filed AOC-4 and determine the specific error that needs correction.

Step 2: Hold a Board Meeting

Convene a meeting of the Board of Directors to approve the proposal for nullification or withdrawal of the previously filed AOC-4. Authorize one director to make an application to ROC for nullification.

Step 3: Prepare an Affidavit

A director must swear an affidavit confirming that:

• The error was inadvertent and unintentional.

• The company seeks nullification of the earlier AOC-4.

• No amendment or alteration will be made to the existing audited financial statements.

Step 4: Prepare a Covering Letter

Draft a covering letter to the ROC enclosing the following documents:

1. Board Resolution

2. Affidavit (Notarized)

3. Copy of earlier filed AOC-4 (SRN proof)

4. Any other supporting documents

Step 5: Submit to ROC

Submit the documents either physically at the ROC office or via official email communication with signed PDF attachments.

Step 6: Await ROC Response

The ROC, after verification and satisfaction that the mistake was unintentional, will nullify the earlier SRN and permit refiling of Form AOC-4.

Draft Formats

1. Board Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS]

“RESOLVED THAT the Board of Directors of the Company be and is hereby informed that the Company had earlier filed Form AOC-4 for the financial year ended [Financial Year] vide SRN [SRN Number] with the Registrar of Companies, [ROC Name], under Section 137 of the Companies Act, 2013.

RESOLVED FURTHER THAT due to [mention reason, e.g., clerical error, wrong attachment, technical issue], certain information in the said Form AOC-4 was inadvertently filed incorrectly and requires rectification.

RESOLVED FURTHER THAT the Board confirms that no change, amendment, or alteration shall be made in the existing audited financial statements already adopted at the Annual General Meeting and that the rectification pertains only to the e-form and its attachments.

RESOLVED FURTHER THAT [Name of Director] (DIN: [DIN Number]) be and is hereby authorized to make an application to the Registrar of Companies, [ROC Name], under Section 137 read with Sections 399 and 403 of the Companies Act, 2013 and Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014, seeking nullification or withdrawal of the earlier filed Form AOC-4 (SRN [SRN Number]) and to refile a fresh AOC-4 with correct particulars.

RESOLVED FURTHER THAT the said Director is authorized to sign, verify, and execute all necessary affidavits, applications, and documents as may be required for the purpose.”

For [Company Name]
(Company CIN: [CIN Number])

Certified True Copy

Name: [Director’s Name]
Designation: Director
DIN: [DIN Number]
Date: [Date]
Place: [Place]

2. Affidavit

AFFIDAVIT FOR RECTIFICATION / NULLIFICATION OF FORM AOC-4 FILED WITH ROC

(On Non-Judicial Stamp Paper of Rs. 100/-)

I, [Name of Director], S/o [Father’s Name], Director of [Company Name], CIN [CIN], having registered office at [Address], do hereby solemnly affirm and declare as under:

1. I am duly authorized to swear this affidavit on behalf of the company.

2. The company had filed Form AOC-4 for the financial year ended [Date] vide SRN [SRN Number] under Section 137 of the Companies Act, 2013.

3. Due to inadvertent error in [state reason, such as incorrect attachment or technical issue], the form contains incorrect particulars requiring rectification.

4. The company seeks nullification or withdrawal of the said Form AOC-4 and undertakes to file a fresh AOC-4 with correct and accurate details.

5. The company confirms that no change, amendment, or alteration shall be made in the existing audited financial statements already approved in the Annual General Meeting.

6. The error was unintentional and without any malafide intention.

7. This affidavit is submitted under Section 137 read with Sections 399 and 403 of the Companies Act, 2013 and Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014.

DEPONENT
(Signature)
Name: ___________
DIN: ___________
Designation: Director

VERIFICATION
Verified at [Place] on this [Date] that the contents of the above affidavit are true and correct to the best of my knowledge and belief.

3. Covering Letter to ROC

To,
The Registrar of Companies
[ROC Name]
Ministry of Corporate Affairs
[Full Address]

Subject: Request for Nullification / Withdrawal of Form AOC-4 filed for Financial Year [Year] – SRN [SRN Number]

Respected Sir/Madam,

We, [Company Name], CIN [CIN Number], having our registered office at [Registered Address], hereby submit this application under Section 137 read with Sections 399 and 403 of the Companies Act, 2013 and Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014, seeking nullification or withdrawal of Form AOC-4 filed for the financial year ended [Date] vide SRN [SRN Number].

The form was filed inadvertently with certain clerical or technical errors due to [state reason briefly]. We confirm that no amendment, change, or alteration will be made to the existing audited financial statements already approved by the shareholders. The rectification pertains only to the e-form filing and attachments.

We request your good office to kindly nullify the above SRN and permit the company to refile Form AOC-4 with the correct particulars.

Enclosures:

1. Board Resolution

2. Affidavit (Notarized)

3. Copy of AOC-4 filed (SRN proof)

4. Supporting Documents

Thanking You,
Yours faithfully,
For [Company Name]

[Name of Director]
Director
DIN: [DIN Number]
Date: [Date]
Place: [Place]

Important Points

1. The ROC considers such requests only in genuine cases where the error is inadvertent.

2. No change is permitted in the approved audited financial statements.

3. Once nullification is approved, a fresh AOC-4 must be filed immediately with correct details.

4. All correspondences and ROC approvals should be retained for compliance records.

Conclusion

The procedure for nullification or rectification of Form AOC-4 is an administrative process to maintain accurate records of company filings. It is available only when the mistake is genuine and non-fraudulent. By following the correct legal provisions, passing a board resolution, and submitting an affidavit and covering letter, companies can correct inadvertent mistakes and ensure full compliance with Section 137 of the Companies Act, 2013.