ROC Delhi Imposes Penalty for Non-Filing of Form DIR-12 under Section 170 of Companies Act, 2013

Fact of the Case

Lacework Security India Pvt Ltd and its director got into trouble. With the Registrar of Companies (ROC) in Delhi for not following section 170 (2) of the Companies Act, 2013. They did not file Form DIR when they brought In addition, Mr Christopher Scott Walt resigned on June 20th, 2023, but the paperwork never went through.

The company admitted they messed up. Their excuses? is their is a Technical Problems, consultants who would not cooperate, and trouble getting the Director’s Digital Signature Certificate. They also said they were not actively operating at the time and asked the ROC to go easy on them.

Issue

Are the company and its directors on the hook for a penalty under Section 172 for failing to keep up their director’s register and submit returns (like Form DIR-12)?

Court Observation

The ROC pointed out that submitting Form DIR-12 and keeping accurate director records isn’t optional it’s required by law under Section 170(2). The company’s explanations didn’t fly, especially because they couldn’t show board resolutions or appointment letters. All in all, their case didn’t hold water.

But since the company qualifies as a “small company”, the ROC cut them some slack and applied a reduced penalty under Section 446B.

Judgement

Lacework Security India Private Limited and its directors were found guilty of not filing the required paperwork for Mr Walt’s appointment. The ROC dismissed their reasons as insufficient, noting the lack of basic documentation. Still, because the company is small, the penalty was lowered to a Rs 150,000 fine for the company and Rs 50,000 for each director. They got to correct their mistake by filing the overdue forms and paying the fines within 90 days. If they want to challenge the decision, they can appeal to the Regional Director within 60 days.