ROC Kolkata imposes penalty for incorrect AOC-4 disclosure of share capital

Background and context

The Registrar of Companies, Kolkata has passed an adjudication order under Section 454 of the Companies Act, 2013 against LIFELINE MARKETING PVT LTD and its certifying director for incorrect disclosure in Form AOC-4 for the financial year 2021-22.

The contravention relates to wrong particulars in a statutory e-form, which has been examined under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, read with Section 450 of the Companies Act, 2013.

The matter demonstrates how even a “technical” or “inadvertent” error in e-filing can attract monetary penalty, and that subsequent administrative rectification does not undo the completed violation.

Appointment of Adjudicating Officer

The Ministry of Corporate Affairs, through Gazette Notification No. S.O. 698(E) dated 10/02/2026, appointed the Registrar of Companies, Kolkata as Adjudicating Officer under Section 454 of the Companies Act, 2013.

This appointment authorises the ROC to levy penalties in accordance with the Companies (Adjudication of Penalties) Rules, 2014 for violations where adjudication is specifically provided under the Act.

In the present case, the ROC exercised these powers to adjudicate on the violation of Rule 8(3) read with Section 450.

Company and officer involved

The proceedings relate to:

  • Company: LIFELINE MARKETING PVT LTD

    • CIN: U51494WB1992PTC057290
    • Registered office: VICTORIA PLAZA, 5TH FLOOR 2A, SHAKESPEARE SARANI MIDDLETON ROW KOLKATA KOLKATA WEST BENGAL INDIA 700071

  • Officer in default:

    • SUBHENDU MAITY, Director
    • DIN: 00057610

Both the company and the director who certified the e-form were treated as noticees for the purpose of adjudication.

Section 450 – Residual penalty provision

The ROC relied on Section 450 of the Companies Act, 2013, which specifies the consequence where:

  • A company, any officer, or any other person
  • Contravenes any provision of the Act or rules, or any condition/restriction attached to an approval, sanction, consent, or exemption
  • And where no specific penalty or punishment is provided elsewhere in the Act

In that situation:

The company and every officer 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.

Rule 8(3) – Responsibility for correctness of e-forms

Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 clearly provides that:

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 effectively fixes responsibility on:

  • The company (through its authorised signatory), and
  • The certifying professional/director

for ensuring that statutory e-forms filed with the MCA electronic registry are accurate and supported by correct attachments.

In the present adjudication, the ROC has applied Rule 8(3) along with Section 450 to impose penalty.

Facts of the case

Filing of AOC-4 with inconsistent share capital data

For the financial year 2021-22, LIFELINE MARKETING PVT LTD filed its financial statements in Form AOC-4 bearing SRN F37405461. This form was processed under STP (Straight Through Processing) mode.

Subsequently, the company noticed a discrepancy and itself approached the ROC through Form GNL-1 (SRN AC3769495) along with:

  • Board Resolution
  • Request letter
  • Affidavit

The company requested that the already filed AOC-4 be marked “defective”.

The reason disclosed in GNL-1 was as follows: