AOC-4 Filing with Incorrect AGM Date Results in Penalty: ROC Kolkata Adjudication Order

Overview

The Registrar of Companies, Kolkata, has issued an adjudication order imposing monetary penalties on a private limited company and its certifying director for submitting Form AOC-4 containing an incorrect Annual General Meeting (AGM) date. The matter was adjudicated under Section 454 read with Section 450 of the Companies Act, 2013, and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. This order serves as an important reminder that statutory e-filings on the MCA portal carry legal consequences, and any inaccuracy — even if unintentional — constitutes a completed contravention.

Case Background and Party Details

Order Reference: PO/ADJ/04-2026/WB/02070
Date of Order: 28/04/2026
Issuing Authority: Registrar of Companies, ROC Kolkata I, 4th Floor, Plot No. IIIF/16, AA-IIIF Rajarhat, New Town, Akandakeshari, Kolkata, West Bengal – 700135

Details of the Noticees

Legal Framework Applicable

Appointment of Adjudicating Officer

The Ministry of Corporate Affairs, through Gazette Notification No. S.O. 698(E) dated 10/02/2026, designated the undersigned officer as the Adjudicating Officer in terms of Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, for the purpose of determining and imposing penalties under the Act.

Section 450 — Residual Penalty Provision

Section 450 of the Companies Act, 2013 provides the residual penal framework for contraventions where no specific penalty is otherwise prescribed under the Act. The provision reads as follows:

"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."

Rule 8(3) — Responsibility for Correctness of E-Forms

Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 places a clear and non-negotiable obligation on the authorized signatory and the certifying professional, if any, as follows: