Wrong AGM Date in MGT-7 Leads to Personal Penalty on Signatory & Practicing CS: ROC Cuttack Order Under Section 450

Background and Context

The Registrar of Companies, Cuttack has passed an adjudication order under Section 454 of the Companies Act, 2013 in relation to a technical but significant compliance lapse involving MAHARAJA POLYFAB LIMITED. The matter revolves around an incorrect Annual General Meeting (AGM) date reported in Form MGT-7, and the consequent penal action taken under Section 450 of the Companies Act, 2013 against the authorised signatory and the certifying Company Secretary in Practice.

While the company itself has ultimately been removed from the list of defaulters, the professionals responsible for signing and certifying the form have been made personally liable for penalties. This order highlights the strict responsibility cast on signatories and certifying professionals under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 for accuracy of e-forms and their attachments.

Appointment of Adjudicating Officer

The Ministry of Corporate Affairs, by Gazette Notification No. S.O. 698(E) dated 10/02/2026, appointed the Registrar of Companies, Cuttack as the Adjudicating Officer under Section 454 of the Companies Act, 2013.

Under this notification and in terms of the Companies (Adjudication of Penalties) Rules, 2014, the Adjudicating Officer is empowered to:

  • Examine violations under the Act and Rules where no specific penalty is provided elsewhere in the statute
  • Impose penalties in accordance with Section 450
  • Pass necessary directions for rectification and compliance

Parties Involved

Company Details

  • Name: MAHARAJA POLYFAB LIMITED
  • CIN: U25209OR2021PLC035400
  • Applicable law: Companies Act, 2013 / 1956
  • Registered office address:
    C/O MAHARAJA FOOD PRODUCTS,
    CHAKARKEND NA BARGARH,
    BARAGARH, ORISSA, INDIA 768028

Individuals / Noticees

The adjudication proceedings covered the following individuals:

  • Shri Ganesh Sharma – Authorised Signatory of the company
  • Shri Ashok CS – connected with the company
  • Shri Ashok, Company Secretary in Practice – certifying professional for the e-form

These persons were treated as noticees for the purpose of determining liability under Section 450.

Statutory Provision Invoked – Section 450

The adjudication proceedings were anchored on Section 450 of the Companies Act, 2013, which is a residuary penalty provision.

Under Section 450, where:

  • A company,
  • Any officer of a company, or
  • Any other person

contravenes any provision of the Act or the rules made thereunder, or violates any condition/limitation/restriction attached to approvals, sanctions, consents, etc., and no specific penalty is otherwise provided in the Act, then:

such company, every officer 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.

This provision formed the basis for levying financial penalty on the signatory and the certifying Company Secretary in Practice.

Core Issue – Incorrect AGM Date in Form MGT-7

Filing of GNL-1 for Marking MGT-7 as Defective

The proceedings were triggered when the company filed Form GNL-1 dated 28.05.2026 (SRN-AC3685975) before ROC Cuttack. Through this form, MAHARAJA POLYFAB LIMITED requested that an already approved Form MGT-7 (SRN-AC0391171) be treated as “defective” so that a revised form could be filed with accurate particulars.

The company admitted that: