ICAI Reprimands CA for Improper Certification of Form DIR-12 Without Board Resolution:

ICAI Reprimands CA for Improper Certification of Form DIR-12 Without Board Resolution The Institute of Chartered Accountants of India (ICAI) has reprimanded a chartered accountant for professional misconduct related to the certification of Form DIR-12  Shri Chandraksh Pant filed a complaint against CA Devi Dayal Gupta (respondent), accusing him of misusing his position and submitting wrong information in Form DIR-12.

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The company had two directors. In June 2019, one director (son of the respondent) issued an appointment letter to his mother as an additional director. Based only on this letter, the respondent digitally signed and e-verified Form DIR-12 and filed and uploaded it on the MCA website. However, the Form DIR-12 was uploaded without the copy of the Board Resolution passed by the directors as per the Companies Act. Further, the appointment of the third director was invalid due to the absence of a quorum of two members in the alleged board meeting, violating Section 103 of the Companies Act, 2013. Despite this, the respondent declared that the form was true and correct. The respondent claimed that the Form DIR-12 was filed in a rush, which was later corrected. He said that in his professional record since 1983, no complaints were filed against him. He requested the board to show leniency in the matter. The ICAI Disciplinary Committee noted that the Respondent did not take proper care to verify that the requirements of Section 103 of the Companies Act were properly complied with. However, the board noted that there was no proof that the respondent had misused his knowledge or intentionally issued the certificate or that his actions had brought disrepute to the profession.

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Therefore, the board only held him guilty of professional misconduct under Clause (7) of Part I of the Second Schedule to the Chartered Accountants Act, 1949. The other allegations against the respondent under Clause (2) of Part IV of the First Schedule to the CA Act were dropped. Accordingly, the committee reprimanded CA Devi Dayal Gupta under Section 21B(3)(a) of the CA Act.