ROC Penalty for Incorrect Details in DIR-12: What Companies Must Know
The Registrar of Companies, Mumbai initiated adjudication proceedings and levied a monetary penalty on the Managing Director of a public limited company for furnishing incorrect particulars in Form DIR-12 relating to the appointment of a Company Secretary. The order, passed under Section 454 read with Section 450 of the Companies Act, 2013, underscores the responsibility of authorized signatories in ensuring accuracy of e-forms filed with the Ministry of Corporate Affairs (MCA).
This article explains the background of the case, the statutory provisions involved, the findings of the Registrar of Companies (ROC), and the broader compliance implications for corporates and their key managerial personnel.
Background of the Case
Company and Officer Involved
The matter pertains to KISAN MOULDINGS LIMITED, a public company bearing CIN L17120MH1989PLC054305, having its registered office at TEX CENTRE K WING 3RD FLOOR 26-A CHANDIVILI ROAD NR HDFC BANK ANDHERI E NA MUMBAI MAHARASHTRA INDIA 400072.
The individual involved in the proceedings is Mr. Sanjeev Amarnath Aggarwal, Chairman and Managing Director, holding DIN: 00064076. He acted as the authorized signatory for the relevant e-form.
Nature of Default
The company filed Form DIR-12 on 30.08.2025 vide SRN AB6318628 to:
- record the cessation of the erstwhile Company Secretary; and
- record the appointment of Ms. Falak Mody as the new Company Secretary.
In this e-form, the membership number of the newly appointed Company Secretary was entered incorrectly.
- The form mentioned membership number 68241 instead of the correct number 68214.
- The form was digitally signed and submitted under the Straight Through Process (STP) mechanism.
Realising the error, Mr. Sanjeev Amarnath Aggarwal voluntarily filed a suo motu adjudication application on 24.03.2026 under
Section 454of theCompanies Act, 2013, admitting that the wrong membership number had been entered due to an inadvertent clerical mistake.
Legal Provisions Invoked
General Penalty – Section 450
Section 450 of the Companies Act, 2013 provides a residuary penalty for contraventions where no specific penalty is laid down elsewhere in the Act. It stipulates 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 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.
In the present case, the contravention related to incorrect particulars in an e-form, for which no specific penalty provision existed, hence Section 450 was applied.
Rule 8 of the Companies (Registration Offices and Fees) Rules, 2014
The adjudication focused on non-compliance with Rule 8(1) and Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014. These provisions state that:
Rule 8(1) –
An electronic form shall be authenticated by authorised signatories using digital signature.
Rule 8(3) –
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.
By digitally signing Form DIR-12, Mr. Sanjeev Amarnath Aggarwal assumed responsibility for the correctness of all particulars, including the Company Secretary’s membership number.