The Registrar of Companies, Haryana, passed an adjudication order under Section 454 of the Companies Act, 2013 imposing a penalty under Section 159 for non-filing of Form-32 relating to the regularisation/change in designation of a director. The company stated that the shareholders had approved the regularisation/change in designation of Mr. Sameer Bansal as Director at the AGM held on 30.09.1995, but Form-32 was not filed, resulting in contravention of Section 264 of the Companies Act, 1956. The default continued until 30.06.2026, with the corresponding provision under the Companies Act, 2013 being Section 152(5). The order records that Section 159 became a civil penalty provision with effect from 02.11.2018, and the penalty was calculated for the period from 02.11.2018 to 30.06.2026. The company stated that DIR-12/Form-32 could not be filed because the director’s designation was already reflected on the MCA portal and filed DIR-12 through e-Form GNL-1 on 03.07.2026 to rectify the default. The Managing Director admitted the default, and a penalty of ₹50,000 was imposed with directions to rectify the default and pay the penalty within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Haryana
3rd Floor, Corporate Bhawan, Plot No.4-B, Sector 27-B, Chandigarh, Haryana, India, 160019
Phone: 011-26235703
E-mail: roc.haryana@mca.gov.in
Order ID: PO/ADJ/07-2026/HR/02539 Dated: 16/07/2026
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. 698(E) dated 10/02/2026 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 YOGIJI DIGI LIMITED [herein after known as Company] bearing CIN U74899HR1993PLC032121, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO-148, SECTOR -58 NA FARIDABAD HARYANA INDIA 121004
Individual details:
In the matter relating to NAVNEET SINGH ————–
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 – The company has submitted application stating that, at the AGM held on 30.09.1995, the shareholders of company approved the regularization/change in designation of Mr. Sameer Bansal as Director of the Company, however form-32 has not been filed by the company for the said effect. Hence there is a violation of section 264 of the Companies Act, 1956. The default continued till 30.06.2026 and the corresponding section for which is Section 152 (5) of the Companies Act, 2013. The penal provision for this is given at section 159 of the Companies Act, 2013.
As per Act, Adjudication can be done only under the Companies Act 2013. The section 159 was came into force w.e.f 01.04.2014. At that time, the provisions of section 159 were criminal wrong which were substituted by the Companies (Amendment) Act, 2019 and the provisions of section 159 was made civil wrong w.e.f 02.11.2018. Hence penalty has been calculated w.e.f. 02.11.2018 to 30.06.2026.
2. The Managing Director of the Company vide his reply dated 03.07.2026, admitted that the violation occurred inadvertently and requested to proceed with the adjudication of the matter, determine the applicable penalty in accordance with the provisions of the Companies Act, 2013, and issue the adjudication order. He has also undertaken to fully comply with the adjudication order and remit the penalty, if imposed, within the prescribed time. Further he has not preferred a hearing.
E. Order:
1. The company has submitted application stating that, at the AGM held on 30.09.1995, the shareholders of company approved the regularization/change in designation of Mr. Sameer Bansal as Director of the Company, however form-32 has not been filed by the company for the said effect. Hence there is a violation of section 264 of the Companies Act, 1956. The default continued till 30.06.2026 and the corresponding section for which is Section 152 (5) of the Companies Act, 2013. The penal provision for this is given at section 159 of the Companies Act, 2013.
As per Act, Adjudication can be done only under the Companies Act 2013. The section 159 has come into force w.e.f 01.04.2014. At that time, the provisions of section 159 were criminal wrong which were substituted by the Companies (Amendment) Act, 2019 and the provisions of section 159 was made civil wrong w.e.f 02.11.2018. Hence the offence has been adjudicated for the period 02.11.2018 to 30.06.2026 and Adjudication Notice has been issued for said period. Further, the applicant has submitted that the e-form DIR-12/Form-32 which is required to be filed for making the default good could not be filed as the designation of the Mr Sameer Bansal is already shown on the portal as ‘Director’. Hence the Company has filed DIR-12 in e-form GNL-1 vide SRN: AC4306982 on 03-07-2026 to make the default good. In reply to the Show Cause Notice, the Managing Director of the Company has admitted the default. Therefore the Managing Director is liable for penalty as prescribed under section 159 of the Companies Act, 2013 and penalty has been levied accordingly.
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 | NAVNEET SINGH having DIN as 00468898 | Yes | 22030 | 27970 | 50000 |
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 Chandigarh 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.
Sanjaya verma,
Registrar of Companies
ROC Haryana
