ROC Adjudication: Penalty for Failure to File Form‑32/DIR‑12 for Director Regularisation

Background and Context

The Registrar of Companies, Haryana (“ROC Haryana”), has passed an adjudication order under Section 454 of the Companies Act, 2013, levying a monetary penalty under Section 159 for non-compliance with director appointment/regularisation filing requirements. The case revolves around the non-filing of Form‑32 (under the Companies Act, 1956) for the regularisation and change in designation of a director, which later translated into non-filing of DIR‑12 under the Companies Act, 2013.

The matter pertains to YOGIJI DIGI LIMITED, where the shareholders had regularised the appointment and designation of a director in 1995, but the statutory filing to record this change with the ROC was never made. This lapse triggered a continuing default which ultimately resulted in adjudication proceedings and the imposition of penalty on the Managing Director as the officer in default.

This order highlights the stringent approach of the ROC towards historical non-compliances relating to director appointments and emphasises the importance of timely filing of forms like Form‑32/DIR‑12.

Parties and Basic Company Particulars

Company Details

  • Name of company: YOGIJI DIGI LIMITED
  • CIN: U74899HR1993PLC032121
  • Act applicable: Companies Act, 1956 (original contravention) and corresponding provisions under the Companies Act, 2013 (for adjudication and penalty)
  • Registered office: PLOT NO-148, SECTOR -58 NA, FARIDABAD, HARYANA, INDIA, 121004

Individual / Officer in Default

The adjudication order identifies an individual officer in default:

  • Name: NAVNEET SINGH
  • DIN: 00468898

He is treated as the responsible officer on whom penalty is imposed for violation of Section 159.

Relevant Provisions of the Companies Act

  1. Appointment and regularisation of directors

    • Under the Companies Act, 1956, Section 264 required compliance regarding appointment/regularisation of directors.
    • Under the Companies Act, 2013, the corresponding provision is Section 152(5).

  2. Non-compliance penalty provision – Section 159
    Section 159 of the Companies Act, 2013 provides that:

    If any individual or director of a company makes any default in complying with any of the provisions of section 152, section 155 and section 156, such individual or director of the company shall be liable to a penalty which may extend to fifty thousand rupees and where the default is a continuing one, with a further penalty which may extend to five hundred rupees for each day after the first during which such default continues.

    Key aspects:

    • Initially brought into force on 01.04.2014.
    • At commencement, the consequences under Section 159 were in the nature of a criminal wrong.
    • By virtue of the Companies (Amendment) Act, 2019, with effect from 02.11.2018, the nature of contravention under Section 159 was converted into a civil wrong, enabling adjudication of penalties under Section 454.

  3. Adjudication mechanism – Section 454

    • Section 454 empowers the Central Government to appoint adjudicating officers to impose penalties under the Companies Act, 2013.
    • The adjudicating officer is guided by the Companies (Adjudication of Penalties) Rules, 2014.

Appointment of the Adjudicating Officer

The Ministry of Corporate Affairs, through Gazette notification S.O. 698(E) dated 10/02/2026, appointed the undersigned ROC Haryana as the Adjudicating Officer under Section 454 read with the Companies (Adjudication of Penalties) Rules, 2014 specifically for imposing penalties under various provisions of the Companies Act, 2013, including Section 159.

Accordingly, the ROC Haryana initiated adjudication proceedings for the present default.

Chronology of Facts and Default

1. Approval of Director Regularisation in AGM (30.09.1995)

  • At the Annual General Meeting held on 30.09.1995, the shareholders of YOGIJI DIGI LIMITED approved the regularisation/change in designation of Mr. Sameer Bansal as Director of the company.
  • Under the then prevailing law (Companies Act, 1956), such change required filing of Form‑32 with the ROC within the prescribed timeline to formally record the appointment/regularisation.

2.