The Registrar of Companies, Bangalore, passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 155 relating to holding multiple Director Identification Numbers (DINs). The director had originally obtained a DIN in February 2020 but, due to oversight and non-use, later applied for and was allotted a second DIN during company incorporation in October 2021. Upon realizing the contravention, she filed Form DIR-5 in April 2024 to surrender the second DIN and sought adjudication. The default continued for 907 days. Under Section 159, penalties include a maximum one-time penalty of Rs. 50,000 and Rs. 500 per day for continuing default. Considering that the violation was inadvertent, non-repetitive, and caused no public injury, the Adjudicating Officer imposed 25% of the maximum penalty, amounting to Rs. 1,25,750. The penalty is payable within 90 days, with a right to appeal before the Regional Director within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/02-2026/BL/01698 | Dated: 27/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 159 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. Individual details:
In the matter relating to LILLY AGARWAL ___________________
C. Provisions of the Act:
If any individual or director of a company makes any default in complying with any of the provisions of section 152, section 155 and section 156, such individual or director of the company shall be liable to a penalty which may extend to fifty thousand rupees and where the default is a continuing one, with a further penalty which may extend to five hundred rupees for each day after the first during which such default continues.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Ms. Lilly Agarwal, Director (DIN: 08689831) has filed a suo-motu adjudication application for violation of section 155 of the Act read with Rule 11 of Companies (Appointment of Directors) Rules, 2014. It is seen from the application that Ms. Lilly Agarwal obtained DIN (Director Identification Number) No. 08689831 on 05.02.2020. She had obtained her first DIN and was never appointed as director in any company. As the DIN allocated to Ms. Lilly Agarwal remained unused since its issuance, she inadvertently forgot the existence of earlier DIN and no timely KYC was done.
Thereafter, the applicant became a director of Cliffdesign Private Limited which was incorporated on 09.10.2021 under the jurisdiction of this office. During the process of incorporation, Ms. Lilly Agarwal, applied for what eventually was her second DIN and the same was allotted vide DIN 09353991 on 09.10.2021. However, the applicant has come to the realization that the acquisition of DIN 09353991 was in contravention of the Companies Act, 2013. Ms. Lilly Agarwal, upon realisation of the mistake and violation committed, applied for DIR-5 vide SRN AA7236418 for rectification of the violation and for surrendering the second DIN i.e., DIN 09353991 obtained by her. The form was sent for resubmission citing violation of section 155 of the Act, and further requiring the director to get the violation of section 155 of the Act adjudicated. Accordingly, this adjudication application has been filed.
In view of the above Ms. Lilly Agarwal has violated the provisions of section 155 of the Act for a duration of 907 days i.e. from 09.10.2021 to 02.04.2024 and is liable for penalty under the provisions of section 159 of the Act.
2. The Director not asked for a hearing and same was not provided. The order is issued based on the application, notice for adjudication and replies received.
E. Order:
1. Ms. Lilly Agarwal, Director (DIN: 08689831) has filed a suo-motu adjudication application for violation of section 155 of the Act read with Rule 11 of Companies (Appointment of Directors) Rules, 2014. It is seen from the application that Ms. Lilly Agarwal obtained DIN (Director Identification Number) No. 08689831 on 05.02.2020. She had obtained her first DIN and was never appointed as director in any company. As the DIN allocated to Ms. Lilly Agarwal remained unused since its issuance, she inadvertently forgot the existence of earlier DIN and no timely KYC was done.
Thereafter, the applicant became a director of Cliffdesign Private Limited which was incorporated on 09.10.2021 under the jurisdiction of this office. During the process of incorporation, Ms. Lilly Agarwal, applied for what eventually was her second DIN and the same was allotted vide DIN 09353991 on 09.10.2021. However, the applicant has come to the realization that the acquisition of DIN 09353991 was in contravention of the Companies Act, 2013. Ms. Lilly Agarwal, upon realisation of the mistake and violation committed, applied for DIR-5 vide SRN AA7236418 dated 02.04.2024 for rectification of the violation and for surrendering the second DIN i.e., DIN 09353991 obtained by her. The form was sent for resubmission citing violation of section 155 of the Act, and further requiring the director to get the violation of section 155 of the Act adjudicated. Accordingly, this adjudication application has been filed.
In view of the above Ms. Lilly Agarwal has violated the provisions of section 155 of the Act for a duration of 907 days i.e. from 09.10.2021 to 02.04.2024 and is liable for penalty under the provisions of section 159 of the Act.
Pursuant to the adjudication application filed by the Director, show cause notice dated 30.12.2025 was sent to the director through e-Adjudication module and through email. The Director submitted reply on the e-Adjudication portal stating, inter alia, that ? ?Applicant was allotted second DIN due to inadvertent and bona fide mistake. The occurrence was neither deliberate nor with any intent to derive undue benefit but arose purely due to oversight/mistake.? Further, the Director referred to Rule 3(12) of the Companies (Adjudication of Penalties) Rules, 2014 and requested to consider the factors mentioned therein. Further, the Director prayed for nominal penalty. Further, the Director opted for no hearing in the matter and hence, the same has not been provided. This order is issued based on the application, notice for adjudication, and the replies received.
It is established that there is a violation of section 155 of the Act for the duration of 09.10.2021 to 02.04.2024 i.e. 907 days which is punishable under section 159 of the Act which provides for a maximum one-time penalty of fifty thousand rupees and further maximum penalty of five hundred rupees for each day after the first during which the default continues.
Therefore, having considered the facts and circumstances of the case and the submissions made by the director through his authorised representative as detailed above, and in exercise of the powers vested under section 454(3)(a) of the Companies Act 2013, I do hereby impose 25% of the maximum penalty in the following manner on the director considering the nature of default, its non-repeating nature and no injury caused to public interest in accordance with provisions of Rule 3(12) of the Companies (Adjudication of Penalties) Rules, 2014.
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 | LILLY AGARWAL having DIN as 08689831 | 125750 | 0 | 503000 |
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 Bangalore 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
