ICAI Reprimands CA for Certifying AOC-4 with Unsigned Financial Statements [Read Order]

The Institute of Chartered Accountants of India (ICAI) has reprimanded a Chartered Accountant for certifying Form AOC-4 even though the attached financial statements and audit report did not carry original signatures.

The complaint was filed by the Deputy Registrar of Companies (ROC), New Delhi, after an inspection of a private company. It was found that for the financial years 2014-15 and 2015-16, the audit report and balance sheet uploaded with the Ministry of Corporate Affairs (MCA) showed only “SD/-” under the auditor’s name. The documents attached to Form AOC-4 did not bear the original signatures of the auditor and the company’s directors.

Despite this, the CA had certified Form AOC-4. In the form, a professional certifies that the records have been properly prepared and signed, and that all required attachments are complete and correct.

The Disciplinary Committee of ICAI examined the matter. It referred to Section 134(1) of the Companies Act, 2013 and Rule 8 of the Companies (Registration Offices and Fees) Rules, 2014. These provisions require that financial statements must be properly signed and that scanned copies uploaded with e-forms should be of original signed documents. The rules also make the certifying professional responsible for the correctness of the attachments.

During the proceedings, the CA argued that there is no specific provision requiring him to verify whether the uploaded copies contained original signatures. He also said that any defect in filing Form AOC-4 is a curable defect and requested the Committee to take a lenient view.

The Committee found that the requirement of attaching signed documents is mandatory under the law. It observed that a professional who certifies an e-form is expected to exercise due diligence and ensure that all attachments comply with statutory requirements. The Committee did not accept the defence that the MCA instruction kit did not clearly mention the need for signatures.

ICAI held that the CA failed to exercise due diligence while certifying the form. He was found guilty of professional misconduct under Clause (7) of Part I of the Second Schedule to the Chartered Accountants Act, 1949, which relates to failure to exercise due diligence in professional duties.

Considering the facts of the case, the Disciplinary Committee ordered that the CA be reprimanded. A reprimand is a formal warning issued by ICAI for professional misconduct.

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