ROC Kolkata Imposes Penalties for Defective Form AOC-4 Submission Under Section 454 of Companies Act
Background of the Adjudication Proceedings
The Registrar of Companies stationed at Kolkata recently issued an adjudication directive that imposed financial penalties pursuant to Section 454 read together with Section 450 of the Companies Act, 2013. The penalty action stemmed from the submission of a financial statement containing inaccuracies on the Ministry of Corporate Affairs digital platform. The matter revolved around mistakes identified in Form AOC-4, specifically concerning inconsistent information and erroneous data entries.
Appointment and Authority of the Adjudicating Officer
Through Gazette notification bearing number S.O. 831(E) issued on March 24, 2015, the Ministry of Corporate Affairs designated the undersigned official as the Adjudicating Officer. This appointment was made under the authority granted by Section 454 of the Companies Act, 2013, read in conjunction with the Companies (Adjudication of Penalties) Rules, 2014. The designated officer possesses jurisdiction to determine and impose penalties for contraventions under various provisions of the corporate legislation.
Details of the Entity Under Scrutiny
The proceedings pertained to MM ROSEWOOD BUILDINFRA PRIVATE LIMITED, a corporate entity bearing Corporate Identification Number U45206WB2008PTC270405. This organization obtained its registration with the Registrar of Companies under the provisions of the Companies Act, operating through its registered office located at 147, Block-G, New Alipore, Ground Floor, Kolkata, West Bengal - 700053. The individual implicated in the matter was identified as MADAN MOHAN MOHANKA, serving as an officer of the aforementioned company.
Statutory Framework and Legal Provisions
Analysis of Section 450 of the Companies Act, 2013
Section 450 of the Companies Act, 2013 establishes a residuary penalty provision applicable when a company, its officers, or any associated person commits a contravention of the Act's provisions, rules framed thereunder, or any conditions attached to approvals, sanctions, consents, confirmations, recognitions, directions, or exemptions, where no specific penalty exists elsewhere in the legislation.
The section mandates a penalty of ten thousand rupees for the company and every officer in default or other concerned person. In situations involving continuing contraventions, an additional penalty of one thousand rupees applies for each subsequent day beyond the first day of violation, subject to a ceiling of two lakh rupees for the company and fifty thousand rupees for officers in default or other individuals.
Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014
The regulatory framework under Rule 8(3) of The Companies (Registration Offices and Fees) Rules, 2014 explicitly assigns responsibility to the authorized signatory and any certifying professional for ensuring accuracy in e-form contents and attached enclosures. This provision creates a direct accountability mechanism, making signatories liable for the correctness of all particulars submitted through electronic forms on the MCA portal.
Specific Violations and Factual Matrix
Nature of Errors in Form AOC-4 Filing
The corporate entity submitted Form AOC-4 through Service Request Number AB9686221, which upon examination revealed multiple discrepancies. The company subsequently filed Form GNL-1 via Service Request Number AC0066848, accompanied by a Board Resolution, request letter, and Affidavit, seeking to have the STP-approved e-Form marked as defective.
The identified errors encompassed:
Subsidiary Status Declaration Error: At Point Number 8(a), the form incorrectly selected "NO" in response to whether the company qualified as a subsidiary company under the definition provided in clause (87) of
Section 2of the Companies Act, 2013.OPC/Small Company Status Misrepresentation: At Point Number 2(a) of the extracts from the board's report, the company erroneously selected "Yes" regarding whether it constituted an OPC (One Person Company) or small company as of the financial year end date.
Material Data Entry Discrepancy: A substantial data entry error occurred specifically in the Employee benefit expenses field within the electronic form, representing a material misstatement in the financial particulars.
Company's Defense and Explanation
The corporate entity attributed these inaccuracies to inadvertent clerical errors occurring during the filing process. Through its submissions, the company acknowledged the mistakes and characterized them as unintentional oversights rather than deliberate misrepresentations. Despite this acknowledgment, the request was made to mark the submitted form as defective, seeking administrative correction of the errors.
Adjudication Process and Proceedings
Issuance of Show Cause Notice
Following identification of the irregularities, a formal Show Cause Notice bearing number SCN/ADJ/12-2025/KK/03303 dated December 27, 2025 was dispatched to:
- MM ROSEWOOD BUILDINFRA PRIVATE LIMITED (CIN: U45206WB2008PTC270405) as the corporate entity
- MADAN MOHAN MOHANKA (DIN: 00049388) as the authorized signatory of the contested e-form
The notice called upon the recipients to explain why penalties should not be imposed for the violations identified in the filing.