Consequences of Omitting DIN in Statutory Filings: Section 158 Read with Section 172

Section 158 of the Companies Act 2013, effective from 1 April 2014, requires every company and every person making any filing under the Act to state the Director Identification Number (DIN) wherever a director is referred to in:

  • Returns
  • Forms
  • Statements
  • Any other information, particulars or documents mandated by the Act

The objective behind this mandate is:

  • To clearly and uniquely identify each director in all statutory records
  • To enhance traceability of individuals occupying board positions
  • To strengthen accountability in corporate governance and regulatory oversight

In other words, once a DIN has been allotted to a director, that DIN must be quoted consistently in all filings wherever that director is mentioned.

Important: Non-disclosure of DIN is not a mere technical slip. It is treated as a statutory non-compliance with direct monetary consequences.

2. Nature of Non-Compliance under Section 158

2.1 What Constitutes a Breach

The following instances will typically amount to a violation of Section 158:

  • Filing annual returns without mentioning DIN against the names of directors
  • Submitting forms to the Registrar of Companies where directors are referred to but their DINs are not stated
  • Omitting DIN in any required statement, notice or information filed under the Companies Act 2013, though directors are clearly identifiable by name or designation

If, for instance, a private company files Form AOC-4 or MGT-7 and indicates the names of its directors only by name (for example, Mr. Sharma, Ms. Verma) without their DINs, such filing will be viewed as non-compliant with Section 158.

2.2 Continuing Nature of Default

The omission to mention DIN:

  • Is treated as a continuing default, not a one-time lapse
  • Continues from the date of default until the date proper compliance is achieved (e.g., refiling / rectification, as the case may be)
  • Affects multiple years if the same lapse occurs in successive financial years

This continuing nature is crucial because it influences:

  • How the penalty under Section 172 is calculated
  • The final cumulative liability on both the company and its officers

3. Penalties Where No Specific Fine Is Prescribed: Section 172

Section 158 does not itself prescribe a separate penalty. Instead, where there is a default in complying with any provision of Chapter XI of the Companies Act 2013 (which includes Section 158), and no specific penalty is set out, the consequences are determined by Section 172.

3.1 Statutory Penalty Framework under Section 172

Under Section 172:

  • The company and every officer in default are each liable to:

    • A fixed penalty of ₹50,000, and
    • For a continuing default, an additional penalty of ₹500 per day after the first day of default

  • However, penalties are capped at:

    • Maximum ₹3,00,000 for the company, and
    • Maximum ₹1,00,000 for each officer in default

Note: Even though there is a daily calculation mechanism, the law prescribes an upper ceiling. Nonetheless, where non-compliance spans several years, authorities may apply the maximum permissible penalty for each year of default.

3.2 Financial Impact of Non-Mention of DIN