K.K. Emulsions Limited and its certifying director were penalised by the Registrar of Companies, Kolkata under Section 450 of the Companies Act, 2013 for filing an incorrect MGT-7 annual return for FY 2018-19. The company admitted through Form GNL-1 that it had mistakenly attached the shareholder list of another company, Karigarline Marketing Private Limited, instead of its own shareholder list while filing the statutory e-form. The ROC observed that Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 makes the authorised signatory and certifying professional responsible for correctness of e-forms and attachments. The authority held that MCA records are public statutory records relied upon by regulators, creditors and stakeholders, and incorrect filings defeat the purpose of the electronic registry. The ROC clarified that requesting administrative rectification or marking the form as defective does not erase the completed contravention. Accordingly, penalties of ₹10,000 each were imposed on the company and the certifying director, with directions to rectify the filing and complete compliance within 90 days.
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: [email protected]
Order ID: PO/ADJ/05-2026/WB/02130 | Dated: 14/05/2026
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 K.K. EMULSIONS LIMITED [herein after known as Company] bearing CIN U24100WB2012PLC187541, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 181, MAHATMA GANDHI ROAD GROUND FLOOR NA KOLKATA WEST BENGAL INDIA 700007
Individual details:
In the matter relating to MOHAN LAL DUGAR __________
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 per Rule 8(3) of The Companies (The Registration Offices and Fees) Rules, 2014 states that: –
The authorised 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: AC2237140 along with Board resolution, request letter and Affidavit to mark defective the STP approved e-form MGT-7vide SRN: R05758230 for the financial Year 2018-2019. In the reason, the company stated, ?that the Company erroneously attached list of shareholders of the Company Karigarline Marketing Private Limited instead of K.K. Emulsions Private Limited (Company was private limited company at that time) in the form MGT-7 for the financial year ended 31st March 2019.As per Section 450 of the Companies Act, 2013 state 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 MGT-7 vide SRN: R05758230 (impugned e-form).
Upon examination / on the Companys own admission, it is found that the impugned e-form was filed with incorrect particulars and/or incorrect/defective attachment(s), namely: that the Company erroneously attached list of shareholders of the Company Karigarline Marketing Private Limited instead of K.K. Emulsions Private Limited (Company was private limited company at that time) in the form MGT-7 for the financial year ended 31st March 2019
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 AC2237140.
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 | K.K. EMULSIONS LIMITED having CIN as U24100WB2012P LC187541 | 10000 | 0 | 200000 | |
| 2 | MOHAN LAL DUGAR having DIN as 06405717 | 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
