The Registrar of Companies, Delhi, adjudicated penalties under Section 454 read with Section 172 of the Companies Act, 2013 for violation of Section 170(2) due to failure to file Form DIR-12 for appointment of a director. The company admitted that it did not file the required form owing to technical glitches, lack of cooperation from consultants, and inability to obtain the director’s DSC after resignation. Despite these explanations and the company’s non-operational status, the authority held that statutory compliance is mandatory and such reasons do not excuse default. It was further observed that the company failed to provide complete supporting documentation, including board resolutions. Considering that the company qualified as a small company, reduced penalties under Section 446B were applied. Accordingly, penalties of ₹1,50,000 on the company and ₹50,000 each on defaulting officers were imposed, along with directions to file pending forms, rectify defaults, and disclose the adjudication in the Board Report.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi I
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhi@mca.gov.in
Order ID: PO/ADJ/04-2026/DL/02083 Dated: 30/04/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to LACEWORK SECURITY INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U72200DL2022FTC392163, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at BUILDING NO. K-4 BUILDING NO. K-4 NEW DELHI SOUTH EXT-II NEW DELHI SOUTH DELHI DELHI INDIA 110049
Individual details:
In the matter relating to SAMEER CHANDRAKANT PATIL ——
In the matter relating to PATRICK JAMES SLOCUM —–
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – 1.That the Company has filed Suo-moto application through e-form GNL-1 vide SRN: N00869750 dated 08.10.2024. The Adjudication Application made under Section 454 of the Companies Act, 2013 for violation of Section 170(2).
2. That the company in its application has submitted that Mr. Christopher Scott Walt holding DIN: 09835520 was appointed as an additional director of the Company, effective from 06.01.2023. However, the company failed to file a return containing the particulars of the appointment of a director with the Registrar of Companies in Form DIR-12 as mandated u/s 170(2) of CA, 2013.
The Company and the Noticees are hereby called upon to show cause as to why penal action u/s 172 of the Company Act, 2013 should not be initiated for the alleged violation of the provisions of the section 170(2) of CA, 2013. The company is also hereby directed to submit certified copy of Board Resolutions whereby the mentioned director was appointed to the board of the company along with the Register of directors and KMPs as required to be maintained u/s 170 of the CA, 2013.
2. No e-hearing have been sought by the Noticees.
E. Order:
1. 1. Whereas in view of the facts of the case, an e-SCN (SCN/ADJ/04-2025/DL/01059) u/s 170(2) was issued to the company and its officers on 15.09.2025. Reply was received on 29.09.2025 wherein the company and the officer-in-default accepted non-compliance and stated that they sincerely regret the unintentional non-compliance relates to the non-filing of e-Form DIR-12.
2. Whereas Mr. Christopher Scott Walt holding DIN: 09835520 was appointed as an additional director of the Company, effective from 06.01.2023 and resigned from the directorship of the Company, effective on 20.06.2023. The company failed to file e-form DIR-12 with Registrar for intimating his appointment as additional director as mandated u/s 170(2) of CA, 2013. This order relates to the company’s application on non-compliance of the filing with respect to his appointment.
3. As per application, the Company was unable to file Form DIR-12 regarding Christopher’s appointment due to the following reasons:
i. At the time of Christopher’s appointment in MCA-21 portal the personal business user was not getting created due to technical glitch and non-co-operation from consultants and further, company could not contact Mr. Christopher Scott Walt as he has already resigned from the company. As a result, his DSC cannot be registered and affixed to Form DIR-12 as required under the MCA V3 system.
ii. Due to the non-filing of Form DIR-12 for his appointment, the Company was also unable to file the form for his resignation as director, since the following error appeared while pre-filing the details of the Director:
“DIN is not associated with the CIN, please enter a valid DIN”.
4. Further company submitted that the company is currently non-operational and has no revenue and is in the process of initiating liquidation. Therefore, they requested to take a lenient view and reduce the penalty on the company and its directors, adjudicate the penalties under the provisions of Section 172 r/w Section 450 instead of Stricter provisions, in consideration of the said circumstances.
5. Accordingly, a hearing was scheduled on 24.10.2025, and the company was asked to provide the certified true copy of the Board Resolution, consent to act as director, Appointment letter for Christopher Scott Walt, Resignation letter of Christopher Scott Walt, and copy of passport /visa.
6. Further, the company was sent letter vide email dated 16.03.2026, it was observed that certain information and documents are required to be furnished by the Company for further examination of the matter. In this regard, the Company was advised to submit the following documents:
a. Appointment letter issued to Mr. Christopher Scott Walt. (if any).
b. Affidavit by the present board of directors that any action by the Mr. Christopher Scott Walt on behalf of the company shall be the responsibility of the company.
c. Confirmation as to whether the resigned director (Mr. Christopher Scott Walt) has signed any annual financial statement or any other documents of the company.
d. Affidavit stating that Mr. Christopher Scott Walt has never visit India.
e. affidavit stating that there is no litigation involving Mr. Christopher Scott Walt in any court of law in India.
7. Consequently, reply to aforesaid mail received from Mr. Pankaj Yadav, Senior Associate from Archer & Angel, Authorized representative where in affidavits were submitted by present Board of Directors. Further, company has also stated that, due to internal challenges and lack of cooperation from the previous consultant, it was not feasible for the company to furnish the appointment letter issued to Mr. Christopher Scott Walt and the attachment of affidavit of Geetika Mittal and Patrick James Slocum where they solemnly affirmed the following facts:
i. Christopher Scott Walt was appointed as an additional director of the Company on 06th January 2023 and further he resigned from the designation of additional director of the Company on 20 June 2023, due to preoccupation.
ii. Christopher S t Walt had neither signed the financial statements and / or annual return of the Company nor signed any other documents on behalf of the Company during his tenure as an additional director of the Company.
iii. Christopher Scott Walt has not visited India during his tenure as an additional director of the Company.
iv. There is no litigation is pending involving Christopher Scott Walt in any court of law in India.
v. The Company shall be responsible for any action taken by Christopher Scott Walt during his tenure as an additional director.
8. Whereas as per filings made by the company on MCA-21 Registry, it is observed that for FY 202425, paid-up share capital & turnover of the company is Rs. 500000 /- and Rs. 873683 /-, respectively, and it does not exceed the threshold limit prescribed u/s 2(85) read with Rule 2(1)(t) of Companies (specification of Definitions Details rules.2014. Therefore, the subject company is covered under the purview of small companies as defined u/s 2(85) of the Act, 2013 and hence, the benefit of section 446B would be applicable to the company.
9. The matter has been adjudicated as per application and reason provided by the company in its application through e-form GNL-1 dated 08.10.2024. If this leads to any other non-compliance following under the provisions of the Companies Act, the company has the liberty to rectify the same by way of compounding, adjudication, under section 131 or others as per the provisions of Companies Act, 2013.
10. Even after adjudicating the non-compliance, the company has to file requisite e-form DIR-12 for appointment of Christopher Scott Walt in MCA-21 portal, so that there is a transparency of the signatory details on the company to the stakeholders.
11. Furthermore, company also made an adjudication application u/s173(1) of the Companies Act, 2013 for conv (Three) board meetings during calendar year 2023 instead of convening board meetings as per the relevant provisions of the Companies Act, 2013 which also covers the period during which appointment of Christopher Scott Walt might have been resolved in subsequent board meetings.
12. The company has not provided the minutes of the board meetings, from which it could have been ascertained whether Board of Directors had taken any decision regarding the appointment of Mr. Christopher Scott Walt.13. The company has to disclose the adjudication order and the reason in the Board Report for the forthcoming financial year.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | LACEWORK SECURITY INDIA PRIVATE LIMITED having CIN as U72200DL2022F TC392163 | 150000 | 0 | 300000 | |
| 2 | SAMEER CHANDRAKANT PATIL having DIN as 05263059 | 50000 | 0 | 100000 | |
| 3 | PATRICK JAMES SLOCUM having DIN as 09459961 |
50000 | 0 | 100000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Delhi within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Seema Rath,
Registrar of Companies
ROC Delhi
