ROC Kolkata Levies Penalty on Company for Filing Financial Statements with Incorrect Annual General Meeting Details

Background of the Adjudication Proceedings

The Registrar of Companies stationed at Kolkata, functioning in the capacity of an Adjudicating Officer as per the provisions laid down under Section 454 of the Companies Act, 2013, has delivered an adjudication order imposing monetary penalties for non-compliance. The contravention pertains to Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, read in conjunction with Section 450 of the Companies Act, 2013.

The corporate entity in question, DHANUSH TRADE-LINK PRIVATE LIMITED (CIN: U51909WB2010PTC143399), submitted its annual statutory filing through e-Form AOC-4 for the financial year 2024-25. However, upon scrutiny and subsequently on the company's own admission, it was discovered that the form contained erroneous information regarding critical dates pertaining to the Annual General Meeting.

Nature of the Default Committed

The specific error identified in the electronic filing related to incorrect entries in Part A of the form, particularly at Point Numbers 7(b) and 7(c). The company had erroneously stated the date of the Annual General Meeting and its corresponding due date as 30th May 2025, when the accurate date should have been recorded as 30th September 2025.

Recognizing this discrepancy, the corporate entity subsequently approached the registry by filing Form GNL-1 bearing SRN: AC1108266. This application was accompanied by supporting documents including a Board resolution, a formal request letter, and an affidavit. Through this submission, the company sought permission to have the originally approved e-Form AOC-4 (SRN: AC0224230) marked as defective.

The company attributed this mistake to inadvertence, acknowledging that the incorrect particulars were entered unintentionally during the filing process.

Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014

The regulatory framework governing electronic filings with the Ministry of Corporate Affairs places explicit responsibility on the authorized signatories. As per Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, both the authorized signatory and any professional who certifies an electronic form bear complete responsibility for:

  • The accuracy and correctness of the contents stated in the e-form
  • The correctness of all enclosures and attachments submitted with the electronic form

This provision establishes a clear accountability mechanism for statutory filings made on the MCA portal.

Section 450 of the Companies Act, 2013

Section 450 of the Companies Act, 2013 functions as a catch-all provision for contraventions where specific penalties are not prescribed elsewhere in the Act. The section stipulates that when a company, its officer, or any other person violates any provision of the Act or rules framed thereunder, or breaches any condition, limitation, or restriction attached to approvals, sanctions, consents, confirmations, recognitions, directions, or exemptions granted, the following penal consequences apply:

For Companies:

  • Base penalty: ₹10,000
  • In case of continuing default: Additional ₹1,000 per day after the first day
  • Maximum penalty cap: ₹2,00,000

For Officers in Default and Other Persons:

  • Base penalty: ₹10,000
  • In case of continuing default: Additional ₹1,000 per day after the first day
  • Maximum penalty cap: ₹50,000

Authority of the Adjudicating Officer

The Ministry of Corporate Affairs, through its Gazette notification numbered S.O. 831(E) dated 24th March 2015, formally appointed the Registrar of Companies as Adjudicating Officer. This appointment derives authority from Section 454 of the Companies Act, 2013, read together with the Companies (Adjudication of Penalties) Rules, 2014. The appointed authority possesses jurisdiction to adjudge penalties for various contraventions specified under the Companies Act.

Show Cause Notice and Response

Issuance of Show Cause Notice

Following identification of the incorrect filing, the Registrar of Companies issued Show Cause Notice bearing number SCN/ADJ/01-2026/KK/03564 dated 29th January 2026. This notice was directed to:

  1. DHANUSH TRADE-LINK PRIVATE LIMITED (CIN: U51909WB2010PTC143399)
  2. SUKAMAL BEJ (DIN: 02658977), being the authorized signatory who signed the impugned e-form

The show cause notice called upon the noticees to explain why penalty should not be imposed for the contravention committed through filing of incorrect particulars in the statutory return.

Reply Submitted by the Noticees

In response to the show cause notice, a reply was filed on 7th February 2026. In their response, the noticees:

  • Admitted the defect and incorrect filing without dispute
  • Characterized the error as inadvertent and unintentional
  • Requested the Adjudicating Officer to adopt a lenient approach while determining the quantum of penalty
  • Emphasized that there was no deliberate intention to file incorrect information

Observations and Findings of the Adjudicating Officer

The Registrar of Companies, while adjudicating the matter, made several significant observations that formed the basis of the penalty imposition:

Importance of MCA Electronic Registry

The adjudicating authority emphasized that the Ministry of Corporate Affairs' electronic registry constitutes a public record of immense importance. These statutory filings serve multiple stakeholders including:

  • Regulatory authorities and government departments
  • Creditors and financial institutions
  • Existing and prospective shareholders
  • Business partners and vendors
  • The general public seeking corporate information