NCLT Ahmedabad Sets Aside RoC's Invalidation of DIR-12, Orders Fresh Reconsideration Under Rule 11
Background and Overview
The National Company Law Tribunal, Ahmedabad, has delivered a significant ruling on the jurisdictional boundaries of the Registrar of Companies ("RoC") while processing Form DIR-12 filings related to director removal under Section 169 of the Companies Act, 2013. In Satyanand Estate Private Limited Vs Registrar of Companies (NCLT Ahmedabad), the Tribunal partly allowed a company petition that challenged the RoC's decision to mark e-Form DIR-12 bearing SRN No. AB2598155 as "Invalid – Not Taken on Record."
The ruling draws a clear demarcation between the RoC's legitimate statutory verification role under Rule 11 of the Companies (Registration Offices and Fees) Rules, 2014 and the adjudicatory jurisdiction that belongs exclusively to Courts and Tribunals. The decision has meaningful implications for corporate governance practitioners, company secretaries, and legal professionals handling contested director removal proceedings.
Factual Matrix
The Company and the Removal Proceedings
Satyanand Estate Private Limited (CIN U45201GJ1987PTC009422), incorporated on 16.02.1987, became the focal point of a shareholder-director dispute that ultimately reached the NCLT. The company's paid-up share capital of Rs. 1,00,000 was held by two corporate shareholders — Anju Center Limited and Shri Narsingh Dev Health Institute Private Limited — as reflected in the last filed MGT-7A.
On 21.11.2024, Shyamla Fabritech India Limited, holding 1,900 equity shares representing 19% of the company's paid-up share capital, submitted a formal requisition seeking the removal of Mr. Deepak Assandas Makhija and Mr. Sunil Assandas Makhija from the board of directors.
Procedural Steps Taken by the Company
The petitioner company undertook the following steps in pursuance of the removal process under Section 169 of the Companies Act, 2013:
- The requisition and proposed resolutions were forwarded to the two directors on 27.11.2024.
- A Board Meeting was convened on 13.12.2024 to consider the requisition and initiate the statutory procedure.
- On 01.01.2025, the directors were formally requested to submit their representations or comments regarding their proposed removal.
- Notice of an Extraordinary General Meeting ("EGM") was issued, and the EGM was held on 03.01.2025.
- At the EGM, shareholders representing 100% of the voting share capital were present, and ordinary resolutions for removal of both directors were passed.
- Pursuant to the resolutions dated 03.01.2025, e-Form DIR-12 bearing SRN No. AB2598155 was filed on 01.02.2025 to record the cessation of the two directors.
RoC's Action
The RoC declined to take the DIR-12 on record and marked it "Invalid – Not Taken on Record." This action was taken after the RoC received objections from Mr. Deepak Assandas Makhija and Mr. Sunil Assandas Makhija, who raised several disputes concerning the removal process. Notably, the RoC had withheld not just SRN AB2598155, but also two other DIR-12 filings — SRN AA9114424 and SRN AB8451497 — on similar grounds.
Positions of the Parties
Petitioner Company's Case
The petitioner approached the NCLT on 17.06.2026 under Section 424 of the Companies Act, 2013 read with Rule 11 of the NCLT Rules, 2016, seeking the following reliefs:
- Quashing and setting aside the RoC's decision marking e-Form DIR-12 (SRN AB2598155) as "Invalid – Not Taken on Record"
- A direction to the RoC to take the filing on record and update statutory records accordingly
- A direction to remove the names of Mr. Deepak Assandas Makhija and Mr. Sunil Assandas Makhija from the list of directors
The petitioner's core argument was that the RoC, while processing DIR-12, cannot adjudicate inter se disputes between shareholders and directors or treat objections raised by the removed directors as a valid ground to refuse a statutory filing. The petitioner relied upon:
- Tata Consultancy Services Ltd. v. Cyrus Investments Pvt. Ltd., (2021) 9 SCC 449
- Life Insurance Corporation of India v. Escorts Ltd. & Ors., (1986) 1 SCC 264
- Excel Wear v. Union of India, (1979) 1 SCC 224
- Harinagar Sugar Mills Ltd. (Biscuit Division) & Anr. v. State of Maharashtra & Ors., 2025 INSC 801
- Neeraj Kumarpal Shah v. C2R Projects LLP & Ors. (Gujarat High Court), MANU/GJ/1990/2017; AIR 2018 Gujarat 80; 2018 (2) GLR 1349, decided on 07.12.2017
- Geometrix Laser Solutions Private Ltd. v. Registrar of Companies & Ors. (Telangana High Court), MANU/TL/1029/2022, decided on 16.06.2022
The petitioner emphasized that Section 169 of the Companies Act, 2013 confers a statutory right upon shareholders to remove a director by ordinary resolution after following the prescribed procedure, and that this right cannot be frustrated by administrative inaction of the RoC.