MCA Adjudication
Overview – MCA Adjudication
MCA Adjudication refers to the process initiated by the Ministry of Corporate Affairs (MCA) to resolve non-compliance with provisions of the Companies Act, 2013 through a quasi-judicial mechanism, without resorting to criminal prosecution. This process allows the Adjudicating Officer (AO)—usually the Registrar of Companies (RoC)—to levy penalties and issue orders for defaulting companies and officers.
Adjudication proceedings are typically triggered for violations such as:
Late filings of annual returns or financial statements
Non-appointment of key managerial personnel
Non-maintenance of statutory registers
Issuance of shares in violation of prescribed norms
Contraventions of various other provisions of the Companies Act
The MCA provides an opportunity for the defaulting entity to present its case before the Adjudicating Officer and, if necessary, appeal to the Regional Director (RD) or National Company Law Appellate Tribunal (NCLAT).
At Cardiff Services, we help businesses handle MCA adjudication matters end-to-end—including assessing the notice, drafting replies, representing before the RoC, and guiding on penalty mitigation strategies. Our legal and compliance experts ensure that the matter is handled professionally, protecting your business from unnecessary reputational and financial risk.
Features – MCA Adjudication
MCA Adjudication is a formal compliance enforcement mechanism under the Companies Act, 2013, where designated officers (like the Registrar of Companies) act as adjudicating authorities to impose penalties on companies and their officers for regulatory defaults. Cardiff Services provides specialized assistance to navigate the adjudication process efficiently and legally.
- Applicable to a Wide Range of Non-Compliances
Covers defaults like late filing of forms (e.g., MGT-7, AOC-4), non-maintenance of registers, violation of share issuance norms, and more. - Handled by Adjudicating Officer (RoC)
Cases are reviewed by the RoC as the Adjudicating Officer under Section 454 of the Companies Act. - Penalty-Based Resolution
Unlike criminal proceedings, adjudication results in monetary penalties without imprisonment, offering a quicker and less severe resolution. - Opportunity for Personal Hearing
Companies and officers are given the chance to submit written replies and/or appear before the Adjudicating Officer to present their case. - Scope for Appeal
If dissatisfied with the order, parties can appeal to the Regional Director (RD) and further to the NCLAT. - Legal Drafting and Representation
Cardiff Services helps draft legally sound replies, representations, and compounding strategies to minimize penalties and resolve the issue effectively. - Compliance Risk Mitigation
Adjudication proceedings act as a wake-up call to improve overall statutory compliance and internal governance. - Documentation Review
Comprehensive audit of statutory records, returns, and filings to prepare for the adjudication defense. - Post-Adjudication Compliance Support
Assistance in fulfilling any orders passed by the RoC and updating company records and filings.
With Cardiff Services, you get a trusted compliance partner to represent your company through MCA adjudication—ensuring accuracy, professionalism, and peace of mind.
Documents Required – MCA Adjudication
When a company receives an adjudication notice under Section 454 of the Companies Act, 2013, it must prepare a proper defense with supporting documentation. The right set of documents is critical to respond effectively and mitigate penalties. Cardiff Services ensures all required documents are accurately compiled and submitted on time.
- Copy of Adjudication Notice
Issued by the Registrar of Companies (RoC) outlining the specific non-compliance or default. - Board Resolution
Approving the appointment of an authorized representative to handle the adjudication proceedings and submit responses. - Reply to the Show Cause Notice
A detailed written explanation addressing the alleged violation, supported by factual and legal arguments. - Statutory Registers and Records
Copies of relevant registers or records (e.g., Register of Members, Register of Charges, Board Meeting minutes) depending on the nature of default. - Copy of Non-Complied Forms (if filed late)
E.g., Form MGT-7, AOC-4, DIR-12, PAS-3, etc., which were either filed late or incorrectly. - Proof of Rectification (if applicable)
Evidence showing that the default has been rectified (e.g., corrected filings, late fee payments, or updated registers). - Affidavit or Declaration
Sworn statement by a director or company secretary affirming the facts presented in the reply. - Financial Statements and Annual Reports
Used for context or in case the adjudication is related to financial filing defaults. - Copy of PAN, CIN, and Incorporation Certificate
For company identification and verification. - Any Correspondence with MCA/RoC
Previous emails, notices, or communications relevant to the default. - Supporting Legal Precedents (if needed)
In complex matters, legal references or previous adjudication orders may be attached to support the defense.
With Cardiff Services, your adjudication response will be professionally prepared, legally sound, and well-supported—giving you the best chance to reduce penalties or close the matter without further action.
Procedure – MCA Adjudication of Offence
MCA Adjudication is a legal process under Section 454 of the Companies Act, 2013, where the Registrar of Companies (RoC) or other appointed officers act as adjudicating authorities to impose penalties on companies and officers for non-compliance. Cardiff Services assists in navigating this process with full legal and procedural support.
Step 1: Receipt of Adjudication Notice (Show Cause Notice)
The company or its officers receive a Show Cause Notice from the RoC or Adjudicating Officer, highlighting the nature of the non-compliance (e.g., late filings, missing disclosures, etc.).
Step 2: Board Meeting & Authorization
Hold a Board Meeting to:
Acknowledge the notice
Authorize a person (Director/Practicing Professional) to represent the company before the adjudicating authority
Step 3: Draft and Submit Reply
Cardiff Services assists in drafting a strong written response to the show cause notice, including:
Legal reasoning
Documentary evidence
Mitigating circumstances (if any)
This reply is submitted within the specified deadline.
Step 4: Personal Hearing (if required)
The adjudicating authority may call for a personal hearing. The company (or its representative) presents their case in person, supported by facts and legal arguments.
Cardiff Services offers representation and preparation support for such hearings.
Step 5: Issuance of Adjudication Order
Based on the reply and/or hearing, the Adjudicating Officer passes an order that may:
Impose a monetary penalty
Grant relief (in minor or unintentional non-compliances)
Direct further compliance
Step 6: Payment of Penalty (if applicable)
If a penalty is levied:
The company must pay the amount as per the order
Proof of payment is submitted to the RoC
Step 7: Filing of Order with ROC (Form INC-28)
File Form INC-28 with the MCA portal attaching the adjudication order for official records.
Step 8: Appeal (if not satisfied)
If the company is dissatisfied with the order:
Appeal can be made to the Regional Director (RD) within 60 days
Further appeal can go to NCLAT
Post-Adjudication Compliance Support
Cardiff Services assists in:
Implementing corrective measures
Filing overdue or corrected forms
Ensuring future compliance to avoid recurrence
With Cardiff Services, you gain expert support at every stage of the MCA Adjudication process—ensuring reduced penalties, timely filings, and complete peace of mind.
Frequently Asked Questions
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