ROC Kolkata penalises company for erroneous MGT-7: Key lessons on accurate MCA compliance
The Registrar of Companies, Kolkata I has passed an adjudication order dated 30/06/2026 imposing monetary penalty on a company and its certifying director for filing an annual return in Form MGT-7 with incorrect particulars. The order, issued under Section 454 of the Companies Act, 2013, reads with Section 450 and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, underscores that even “inadvertent” mistakes in statutory e-forms can attract penal consequences.
This order serves as an important compliance reminder for corporate entities and professionals that:
- The MCA registry is a public, statutory database.
- Errors in e-forms, once filed, amount to a completed contravention.
- Seeking to mark a form as “defective” does not wipe out the default or penalty exposure.
- Both the company and the certifying signatory can be proceeded against and fined.
Background of the adjudication proceedings
Appointment of Adjudicating Officer
The adjudication was conducted by the Registrar of Companies, Kolkata I, acting as Adjudicating Officer. The appointment flows from Gazette notification S.O. 698(E) dated 10/02/2026, whereby the Ministry of Corporate Affairs empowered the undersigned officer to adjudge penalties under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014.
In exercise of these powers, the ROC examined the matter relating to incorrect filing of Form MGT-7 by GANGOUR INVESTMENTS LIMITED and proceeded to impose penalties for the identified contravention.
Company and individual involved
The proceedings pertained to:
Company: GANGOUR INVESTMENTS LIMITED
- Corporate Identity Number (CIN): U66120WB1993PLC096658
- Registered Office: THE VOLT, 3RD FLOOR, FL-302 & 303, 2 (FORMERLY 2, 2A & 2B) RUSSEL STREET, ALSO KNOWN AS ANANDILAL PODDAR SARANI, RUSSEL STREET, KOLKATA, WEST BENGAL, INDIA, 700071
Officer/Director: JAGMOHAN AGARWAL
- Designation: Certifying Director for the impugned e-form
- DIN: 00869054
The company is an existing corporate entity registered under the provisions of the Companies Act, 1956/2013 and is required to undertake annual statutory filings with ROC, including Form MGT-7.
Statutory framework applied
General penalty provision – Section 450
The adjudication is anchored in Section 450 of the Companies Act, 2013, which is a residuary penalty clause. It provides 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.
Hence, where the Act or Rules do not prescribe a specific penalty for a breach, Section 450 fills the gap and enables levy of a general penalty.
Responsibility for correctness of e-forms – Rule 8(3)
Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 clearly defines accountability for contents of e-forms:
The authorized signatory and the professional, if any, who certify e-form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form.
This rule squarely places responsibility on:
- The company’s authorized signatory (such as director/CS)
- The professional certifying the e-form, wherever applicable
Any incorrect content, data, or attachments uploaded via an MCA e-form exposes them to penal action under Section 450.
Adjudication power – Section 454
Section 454 empowers the Adjudicating Officer to:
- Hold adjudication proceedings.
- Determine the quantum of penalty.
- Direct compliance/rectification.
- Inform parties of their right of appeal.
In this case, these powers were exercised to consider the company’s own admission of incorrect filing and to fix liability on the company and the certifying director.