The Registrar of Companies, Mumbai passed an adjudication order under section 454 of the Companies Act, 2013 imposing a penalty for violation of section 450 arising from incorrect filing of Form MGT-7. The company had suo motu applied for adjudication after discovering that, due to a clerical error, it had wrongly mentioned the due date of the Annual General Meeting as 31 December 2025 instead of 30 September 2025 in the annual return filed for FY 2024-25. The form was digitally signed and auto-approved under the Straight Through Process, making the authorised signatory responsible for accuracy under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. The Adjudicating Officer held that incorrect particulars in an e-form constitute a contravention where no specific penalty is provided elsewhere, attracting section 450. As the company was a public company, relief under section 446B was held inapplicable. A penalty of ₹10,000 was imposed on the director who certified the form, limited solely to rectification of the filing error.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/02-2026/MB/01544 | Dated: 02/02/2026
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. 831(E) dated 24/03/2015appointed 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 BOMBAY CLOTH MARKET COMPANY LIMITED [herein after known as Company] bearing CIN U74999MH1904PLC000194, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO 13 SHAMALDAS GANDHI MARG PRINCESS STREET NA MUMBAI MAHARASHTRA INDIA 400002
Individual details:
In the matter relating to GIRISH BHAGWANJIBHAI DASANI_______________________
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 the Registrar of Companies, Mumbai (hereinafter referred to as the ROC) is in receipt of a suo-motu Adjudication Application on 23.01.2026 filed by the Company (hereinafter referred to as the Applicant) under Section 454 of the Companies Act, 2013 (hereinafter referred to as the Act) on account of incorrect filing of E-form MGT-7 for FY 2024-25.
Whereas Rule 8(1) and (3) of the Companies (The Registration Office and Fees) Rules, 2014 are reads as follows:
(1) An electronic form shall be authenticated by authorised signatories using digital signature.
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(3) 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.
Whereas the applicant stated that due to inadvertent clerical error the Company mentioned the due date of Annual General Meeting as 31.12.2025 instead of 30.09.2025 in tab I-ix(c) of E-form MGT-7 filed vide SRN AC1076677 on 09.01.2026. The said form was digitally signed and Declaration was given by Mr. GIRISH BHAGWANJIBHAI DASANI, Director.
Whereas the authorized signatory, who certifies e-form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form as required under the proviso of Rule 8(3) of Companies (The Registration Office and Fees) Rules, 2014. Thus, Mr. GIRISH BHAGWANJIBHAI DASANI, Director is liable to penalty subject to the provisions Section 450 of the Companies Act, 2013.
2. The Noticee did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
E.Order:
1. A.Show Cause notice bearing ID: SCN/ADJ/01-2026/MB/03580 dated 28.01.2026 was issued to the Officer in default viz. Mr. GIRISH BHAGWANJIBHAI DASANI, Director (DIN: 07942412) (hereinafter referred to as the Noticee) under Section 454 read with Section 450 of the Act for default under Rule 8(1) and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act on account of incorrect filing of E-form MGT-7 for FY 2024-25.
B.A reply of the noticee to the said Show Cause Notice was received on the E-adjudication portal on 29.01.2026.
C.The Noticee did not request for an E- hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
D.On perusal of the Application and considering the facts, it is observed that the Company filed E-Form MGT-7 vide SRN AC1076677 on 09.01.2026 and while filing the said E-form the noticee mistakenly the due date of Annual General Meeting as 31.12.2025 instead of 30.09.2025 in tab I-ix(c) in the said E-form. The said form was got auto approved under Straight through Process (STP) mode in contravention of Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act.
E.The Rule 8(1) and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act reads as under: a.An electronic form shall be authenticated by authorised signatories using digital signature.
b.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.
F.Further, the aforementioned E-form MGT-7 was digitally signed, and Declaration was given by Mr. GIRISH BHAGWANJIBHAI DASANI, Director (DIN: 07942412). Thus, he is liable for penalty under Section 450 of the Act for default under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 of the Act.
G.The period of default is considered to be the date of filing Form MGT-7 that is 09.01.2026. Therefore, the officer in default namely Mr. GIRISH BHAGWANJIBHAI DASANI, Director (DIN: 07942412) shall be liable to a penalty of Rs. 10,000/-(Rupees Ten Thousand Only). The Company being Public Limited Company does not fall under proviso of Section 2(85) of the Act and thus the provisions of Section 446B of the Act does not apply in the instant case.
H. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose a penalty of Rs. 10,000/- (Rupees Ten Thousand only) on Mr. GIRISH BHAGWANJIBHAI DASANI, Director (DIN: 07942412) under Section 450 of the Act for default under Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014.
I. It is hereby clarified that while filing new Form MGT-7, the Company shall not cause any change in its earlier attachment which was filed in E-form MGT-7 vide SRN AC1076677on 09.01.2026.
J. Further, it is also clarified that order is limited to rectifying the mistake in E-form MGT-7 and it shall have no consequence except rectification of E-form MGT-7.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person | Rectification of | Penalty Amount | Additional Penalty | Maximum limit for |
| on whom penalty imposed (B) | Default required (C) | (D) | (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Penalty (F) | |
| 1 | GIRISH BHAGWANJIBHA I DASANI having DIN as 07942412 | NA | 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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
