ROC Imposes Penalties for Incorrect AOC-4 Filing: Administrative Rectification Does Not Shield Against Section 450 Liability
Introduction
The Registrar of Companies (ROC), Kolkata, recently issued an adjudication order imposing monetary penalties pursuant to Section 454 read with Section 450 of the Companies Act, 2013. The order, dated 17 January 2026, dealt with a matter concerning the filing of an inaccurate statutory electronic form by a private limited company. The case highlights the strict responsibility cast upon authorized signatories and companies when submitting documents to the Ministry of Corporate Affairs (MCA) portal, and establishes that subsequent rectification measures do not absolve parties from penal consequences arising from the original incorrect submission.
The company in question had submitted e-Form AOC-4 (XBRL) containing erroneous particulars for the financial year 2024–25. Specifically, the error involved incorrectly selecting "No" rather than "Yes" in a critical schedule concerning related party disclosures and their applicability. Upon discovering this mistake, the company attempted to remedy the situation by filing Form GNL-1, wherein it acknowledged the inadvertent error and requested that the previously submitted form be marked as defective.
Background of the Adjudication
Details of the Entity Involved
The matter pertains to MP SMART GRID PRIVATE LIMITED, a company bearing CIN U74999WB2020PTC237289. This entity was incorporated under the provisions of the Companies Act, 2013 and maintains its registered office at Plot No. X1-2&3, Block-EP, Sector-V, Salt Lake City, Kolkata, West Bengal, India 700091.
The individual involved in the matter is Somesh Dasgupta, who served as the authorized signatory for the impugned electronic form.
Appointment of Adjudicating Authority
The Ministry of Corporate Affairs, through its Gazette notification number S.O. 831(E) dated 24 March 2015, designated the undersigned officer as the Adjudicating Officer. This appointment was made in exercise of powers conferred by Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, for the purpose of adjudging penalties under various provisions of the Act.
Statutory Framework and Applicable Provisions
Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014
The cornerstone of this adjudication rests on Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. This rule explicitly states that the authorized signatory and any professional who certifies an e-form shall bear responsibility for the correctness of the contents of such e-form and the accuracy of all enclosures attached with the electronic form. This provision creates a statutory duty of verification and accuracy upon those who authenticate and submit documents to the MCA registry.
Section 450 of the Companies Act, 2013
Section 450 of the Companies Act, 2013 functions as a residuary penal provision. It applies when a company, its officer, or any other person contravenes any provision of the Act or rules made thereunder, or violates any condition, limitation, or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction, or exemption has been granted, and where no specific penalty or punishment is provided elsewhere in the Act.
Under this provision, the company and every officer in default or such other person becomes liable to a penalty of ten thousand rupees. In cases of continuing contravention, an additional penalty of one thousand rupees for each day after the first day during which the contravention continues may be imposed, subject to a maximum ceiling of two lakh rupees for a company and fifty thousand rupees for an officer in default or any other person.
Factual Matrix of the Case
The Original Filing Error
The company submitted e-Form AOC-4 (XBRL) via SRN AB6177395 for the financial year 2024-25. This form is a critical statutory filing that presents the company's financial statements in eXtensible Business Reporting Language (XBRL) format, enabling standardized electronic reporting.
During the course of preparing and filing this form, the company inadvertently selected "No" instead of "Yes" in Schedule 610800, which pertains to Notes on Related Party and Disclosure of Related Party. This schedule is crucial for transparency as it addresses whether the company has related party transactions that require disclosure under applicable accounting standards and the Companies Act, 2013.