ROC Penalty For Wrong AOC-4 Filing: Mismatch In Authorised Share Capital After Merger
The Registrar of Companies, Kolkata I, acting as Adjudicating Officer, has imposed monetary penalties on LIFELINE MARKETING PVT LTD and its director for submitting an incorrect Form AOC-4 for the financial year 2020-21. The key lapse related to disclosure of authorised share capital in the filed financial statements, which did not align with the actual position after a merger.
This order, issued on 07/07/2026, highlights the stringent responsibility cast on companies and certifying professionals under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, and the residual penalty mechanism under Section 450 of the Companies Act, 2013.
Background Of The Adjudication
Appointment of Adjudicating Officer
The Ministry of Corporate Affairs, through Gazette Notification S.O. 698(E) dated 10/02/2026, appointed the Registrar of Companies, Kolkata I, as the Adjudicating Officer under Section 454 of the Companies Act, 2013.
This appointment empowered the ROC to:
- Adjudge penalties under the Companies Act, 2013, and
- Act in accordance with the Companies (Adjudication of Penalties) Rules, 2014.
Accordingly, the ROC proceeded to examine the compliance failure in the case of LIFELINE MARKETING PVT LTD.
Company And Officer Details
Company: LIFELINE MARKETING PVT LTD
CIN: U51494WB1992PTC057290
Registered Office:
VICTORIA PLAZA, 5TH FLOOR
2A, SHAKESPEARE SARANI
MIDDLETON ROW
KOLKATA, WEST BENGAL, INDIA 700071Officer in default: SUBHENDU MAITY (Director)
The proceedings were initiated against both the company and the certifying director, in relation to an incorrect statutory e-filing.
Legal Framework: Relevant Provisions
Rule 8(3) – Companies (Registration Offices and Fees) Rules, 2014
Rule 8(3) squarely places responsibility on:
- The authorised signatory, and
- The professional (if any) certifying the e-form
for ensuring the accuracy of contents in the e-form and the correctness of all enclosures uploaded on the MCA portal.
In effect, any wrong particulars or defective attachments in an e-form directly result in liability under this Rule.
Section 450 – Residual Penalty Provision
The adjudication in this case is anchored on Section 450 of the Companies Act, 2013, which states that:
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.
Thus, Section 450 acts as a catch‑all penal provision, invoked when no specific penalty is prescribed for a particular violation of the Act or the Rules.
Section 454 – Adjudication Of Penalties
Section 454 empowers the Central Government to appoint adjudicating officers to impose penalties for non-compliance, and also provides for:
- Procedure for adjudication
- Opportunity of hearing (where requested)
- Appeal mechanism before the Regional Director
- Consequences of non-payment of penalty (
Section 454(8))
In this case, the ROC Kolkata I has exercised these powers to determine penalty for the incorrect filing.