The Registrar of Companies, Kolkata, passed an adjudication order under Section 454 of the Companies Act, 2013, for violation of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, read with Section 450 of the Act. The company had filed Form AOC-4 XBRL for FY 2024-25 containing an incorrect AGM date, stating that the AGM was held on 31.12.2020 instead of the actual date of 20.11.2020. The company later sought to mark the filing as defective through Form GNL-1 and admitted the mistake, describing it as inadvertent. The ROC held that statutory e-forms constitute public records relied upon by various stakeholders and that certifying signatories are responsible for the accuracy of e-form contents and attachments. It further ruled that a request for administrative rectification does not extinguish liability arising from the original contravention. Consequently, penalties of ₹10,000 each were imposed on the company and the certifying director, along with directions to rectify the defect and comply within the prescribed period.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata I
4th Floor Plot No.IIIF/16, in AA-IIIF Rajarhat, New Town, Akandakeshari, Kolkata, West Bengal, India, 700135
Phone: 033-22877390
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/06-2026/WB/02282 Dated: 02/06/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to HINDUSTHAN TEA & TRADING CO LTD [herein after known as Company] bearing CIN L51226WB1954PLC022034, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 5 JBS HALDEN AVENUE 1ST FLOOR, SILVER ARCADE NA KOLKATA KOLKATA WEST BENGAL INDIA 700105
Individual details:
In the matter relating to DHARMESH MEHTA ——-
C. Provisions of the Act:
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 1[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]
D. Facts about the case:
1. Default committed by the officers in default/noticee –
Whereas as Rule 8(3) of Companies (The Registration Offices and Fees) Rules, 2014 states 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.
The Company has requested by filing Form No. GNL-1 vide SRN: AC2697639 along with Board resolution, request letter and Affidavit to mark defective the STP approved e-form AOC-4 XBRL vide SRN: T08837577 for the financial Year 2024-25. In the reason, the company stated that in the point no 5(b) in the Form AOC-4 XBRL, the date for Annual General Meeting (?AGM?) held is incorrectly shown as 31/12/2020 whereas the actual AGM was held on 20/11/2020 (Friday).
As per Section 450 of the Companies Act, 2013 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 1[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].
2. E-Hearing not Requested
E. Order:
1. The Company filed form AOC-4 XBRL vide SRN: T08837577 (impugned e-form).
Upon examination / on the Company?s own admission, it is found that the impugned e-form was filed with incorrect particulars and/or incorrect/defective attachment(s), namely: in the point no 5(b) in the Form AOC-4 XBRL, the date for Annual General Meeting (?AGM?) held is incorrectly shown as 31/12/2020 whereas the actual AGM was held on 20/11/2020 (Friday).
The Company has accepted the above defect/mistake and has requested that the impugned e-form be marked as defective and/or that it be treated as an incorrect filing, vide Form No. GNL-1 vide SRN AC2697639.
Accordingly, a Show Cause Notice was issued to the company and certifying Director.
In response the noticee(s) admitted the defect/incorrect filing and stated that the incorrect filing was inadvertent and requested a lenient view.
The MCA electronic registry is a public record and statutory filings are relied upon by regulators, creditors, shareholders, and other stakeholders. Filing an e-form with incorrect contents and/or enclosures defeats the purpose of an electronic registry and directly triggers the responsibility fixed under Rule 8(3).
In the present case, the impugned e-form was filed with incorrect particulars/enclosures, which has been admitted by the Company. The Certifying Director is liable for contravention of Rule 8(3).
The request to mark the form as defective is an administrative rectification step and does not erase the completed contravention arising from filing an incorrect statutory e-form. Penalty liability under Rule 8(3) read with Section 450 therefore remains attracted.
In exercise of the powers conferred under Section 454 of the Companies Act, 2013, the undersigned hereby imposes penalty for violation of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 read with Section 450 of the Companies Act, 2013, as under:
The Company/noticee(s) are further directed to rectify the defect by taking necessary steps on the MCA portal (including filing the correct/appropriate e-form and making necessary request(s) for marking the incorrect filing as defective, wherever such facility/process is prescribed), within prescribed time from the date of receipt of this order, and to intimate this office with proof of compliance.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | HINDUSTHAN TEA & TRADING CO LTD having CIN as L51226WB1954P LC022034 | 10000 | 0 | 200000 | |
| 2 | DHARMESH MEHTA having DIN as 02482214 | 10000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Kolkata within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Arya Pyarelal,
Registrar of Companies
ROC Kolkata I
