The Registrar of Companies, Kolkata passed an adjudication order dated 1 January 2026 under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 450 read with Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. The case concerned filing of Form MGT-7 on the MCA portal with incorrect particulars relating to the shareholding pattern, where the total number of shares was correct but the breakup between promoter and public categories was wrongly reported. The error was admitted as inadvertent, and a request was made to mark the form as defective through Form GNL-1. The Registrar held that MCA filings are public records relied upon by regulators and stakeholders, and filing an incorrect e-form constitutes a completed contravention irrespective of later rectification. Accordingly, penalties of ₹10,000 each were imposed on the company and the authorised signatory, with directions to rectify the defect and comply within the prescribed timelines.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata
CORPORATE BHAWAN PLOT NO-II F/16, PRE NO. 05-0852 AA-III F AKANDAKESHARI, NEAR SHAPOORJI
NEWTOWN, Kolkata, WESTBENGAL, India, 700135
Phone: 8076272007
E-mail: roc.kolkata@mca.gov.in
Order ID: PO/ADJ/01-2026/KK/01324 Dated: 01/01/2026
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 24/03/2015 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 SALASAR STOCK BROKING LIMITED [herein after known as Company] bearing CIN U67120WB1994PLC067002, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at SUITE NO-4114A CLIVE ROW NA KOLKATA KOLKATA WEST BENGAL INDIA 700001
Individual details:
In the matter relating to PRADEEP KUMAR SARAOGI ——-
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 AC0064979 along with Board Resolution, request letter and Affidavit to mark defective the STP approved e-Form MGT-7 vide SRN AB8514787. In the reason, the company stated that it was noted that while filing the aforesaid eform an inadvertent clerical error occurred in Point No. VI in Shareholding Pattern, under the categories of shareholders. Although the total number of shares (49,00,030) at the number of shareholders remain accurate, the break-up between promoter category and public category was wrongly reported. 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. Not requested
E. Order:
1. The Company filed e-Form form MGT-7 vide SRN AB8514787 (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: while filing the aforesaid eform an inadvertent clerical error occurred in Point No. VI in Shareholding Pattern, under the categories of shareholders. Although the total number of shares (49,00,030) at the number of shareholders remain accurate, the break-up between promoter category and public category was wrongly reported.
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 AC0064979.
Accordingly, a Show Cause Notice No. SCN/ADJ/12-2025/KK/03297 Dated: 26/12/2025 was issued to: SALASAR STOCK BROKING LIMITED having CIN as U67120WB1994PLC067002, PRADEEP KUMAR SARAOGI having DIN as 00466801 being the signatory of the impugned e-form.
In response, reply dated 31/12/2025 was received wherein 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. Therefore: PRADEEP KUMAR SARAOGI having DIN as 00466801 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 7 days 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 | SALASAR STOCKBROKING LIMITED having CIN as U67120WB1994P LC067002 |
10000 | 0 | 200000 | |
| 2 | PRADEEP KUMAR SARAOGI having DIN as 00466801 | 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
