RoC Must Reconsider Disputed Director Removal Filing Under Rule 11: NCLT Ahmedabad

Satyanand Estate Private Limited Vs Registrar of Companies (NCLT Ahmedabad)

Summary: The National Company Law Tribunal, Ahmedabad, partly allowed Satyanand Estate Private Limited’s petition challenging the Registrar of Companies’ decision to mark its Form DIR-12 as “Invalid – Not Taken on Record”. The form, filed on 01.02.2025, sought to record the cessation of Deepak Assandas Makhija and Sunil Assandas Makhija following ordinary resolutions stated to have been passed at the extraordinary general meeting on 03.01.2025. The company maintained that the directors had received notice and an opportunity to make representations, and that objections based on management and commercial disputes could not justify refusal of the statutory filing.

The two directors disputed the authority of the requisitioning shareholder, the conduct and notice of the board meeting and EGM, shareholder representatives’ authority and the registered-office particulars. They also referred to financial arrangements and a development agreement. The RoC stated that it had considered their objections and had withheld three DIR-12 filings. The Tribunal held that Rule 11 of the Companies (Registration Offices and Fees) Rules, 2014 requires the RoC to verify the correctness of DIR-12 and the adequacy of supporting documents. However, the RoC cannot adjudicate underlying contractual or inter se corporate disputes while processing the form. Objections are material to the extent that they disclose a prima facie statutory violation.