ROC Mumbai Levies Penalty for Erroneous AGM Date Entry in Annual Return Form MGT-7

Background of the Adjudication Proceedings

The Mumbai office of the Registrar of Companies recently concluded adjudication proceedings under Section 454 of the Companies Act, 2013, which resulted in penalties being imposed for contraventions falling under Section 450 of the same legislation. The matter pertained to BOMBAY CLOTH MARKET COMPANY LIMITED, a public limited entity bearing CIN U74999MH1904PLC000194, with its registered address at NO 13 SHAMALDAS GANDHI MARG PRINCESS STREET NA MUMBAI MAHARASHTRA INDIA 400002.

The adjudication process was initiated following a voluntary application submitted by the corporate entity itself, acknowledging an inadvertent mistake in the filing of its annual return documentation. This demonstrates the significance of accuracy in statutory filings under corporate legislation and the consequences that flow from even unintentional errors in official submissions to regulatory authorities.

Appointment and Authority of the Adjudicating Officer

The Ministry of Corporate Affairs, through its official Gazette notification bearing number S.O. 831(E) issued on 24/03/2015, designated the Registrar of Companies, Mumbai as an Adjudicating Officer. This appointment was made pursuant to the authority vested under Section 454 of the Companies Act, 2013, read in conjunction with the Companies (Adjudication of Penalties) Rules, 2014. The designated officer possesses the jurisdiction to determine and levy penalties for violations occurring under various provisions of the corporate statute where specific penal consequences are not otherwise prescribed.

The order under discussion was issued with Order ID: PO/ADJ/02-2026/MB/01544 on 02/02/2026, following due process as mandated under the adjudication framework established by the Ministry.

Nature of the Default and Factual Matrix

The controversy arose when the subject company voluntarily approached the regulatory authority on 23.01.2026 with a suo-motu adjudication application. The application disclosed that the organization had committed an error while preparing and submitting Form MGT-7 pertaining to the financial year 2024-25. Specifically, the company mistakenly recorded the due date for conducting its Annual General Meeting as 31 December 2025, whereas the correct due date was 30 September 2025. This erroneous information was entered in tab I-ix(c) of the electronic form.

The defective Form MGT-7 had been filed bearing SRN AC1076677 on 09.01.2026. What made this situation particularly significant was that the form received automatic approval through the Straight Through Process (STP) mechanism. Under this automated system, forms meeting certain technical parameters are approved without manual scrutiny, placing even greater responsibility on the authorized signatories to ensure complete accuracy of submitted information.

The form in question carried the digital signature and declaration of Mr. GIRISH BHAGWANJIBHAI DASANI, who holds Director Identification Number 07942412 and serves as a director of the company. The company attributed the error to an inadvertent clerical mistake rather than any deliberate misrepresentation.

Section 450 of the Companies Act, 2013

Section 450 of the Companies Act, 2013 serves as a residuary penal provision applicable to contraventions where no specific penalty has been prescribed under other sections of the legislation. The provision stipulates that when a company, its officers, or any other person violates any requirement under the Act, the rules framed thereunder, or any conditions attached to approvals, sanctions, consents, confirmations, recognitions, directions, or exemptions granted by authorities, and no specific penalty exists for such violation, then:

  • The company and every officer in default shall be liable to a penalty of ten thousand rupees
  • In cases of continuing contraventions, an additional penalty of one thousand rupees per day may be imposed
  • The maximum penalty limit is two lakh rupees for companies
  • For officers in default or other persons, the maximum limit stands at fifty thousand rupees

This provision ensures that no contravention goes unaddressed due to gaps in the statutory penalty framework.

Rule 8 of the Companies (Registration Offices and Fees) Rules, 2014

The regulatory framework governing electronic filing of forms is established under the Companies (Registration Offices and Fees) Rules, 2014. Specifically, Rule 8(1) and Rule 8(3) are of paramount importance in the present context.