ROC Delhi Imposes Penalties for Non-Disclosure of Director Designation Change

The Registrar of Companies (ROC), Delhi, has imposed penalties of Rs 5,000 on Panacea Life Sciences Limited and Rs 5,000 each on eight directors for not revealing the change in designation of one director in the company’s annual return for FY 2022-23 as per section 450 of the Companies Act, 2013.

ROC observed that a change in designation of Mr Ganesh Kumraj, who was regularised from Additional Director to Director in the AGM held on September 30, 2022, was not reflected in Form MGT-7 filed for the fiscal year.

During the adjudication proceedings, the company claimed that the lapse was only a clerical mistake and not a statutory default under Section 92(5) of the Companies Act. On this basis, the company requested that penalties, if any, be imposed only under Section 450 of the Companies Act 2013. The authorised representatives also sought exemption from liability for one director, stating that he was not a member of the board during the period in which the default occurred.

ROC, Delhi, agreed that Section 92(5) did not apply because the company had already filed its annual return. However, ROC found that the company did not properly disclose changes in the board of directors, which is required under Section 92(1)(e).

As a result, ROC applied the benefit of Section 446B, considering that the company qualified as a small company and that the non-compliance was a one-time default.