WRONGFUL CESSATION OF A DIRECTOR AND APPOINTMENT OF ANOTHER DIRECTOR
THROUGH FILING FORM DIR-12 ONLY DESPITE THERE BEING NO RESIGNATION, NO BOARD
RESOLUTION OR VALID APPOINTMENT.
COMPANY CAME TO KNOW APPOINTMENT AND CESSATION OF DIRECTORS THROUGH EMAIL
FROM MCA
BRIJSONS HOTEL PRIVATE LIMITED & ANR. VS UNION OF INDIA & ORS.
(CALCUTTA HIGH COURT)
The private respondents questioned maintainability of the writ petition
because proceedings were pending before the NCLT and referred to Rule 11
concerning verification of supporting documents in cases of vacation or removal
of directors.
Under the second proviso to Rule 10(1), the Registrar has authority to
examine an e-form filed through the straight through process upon receipt of
information or a complaint even after its filing
Plaintiff has relied Rule 11 of the Rules, 2014 and submits that in the
event of vacation or removal of directors before approving or invalidating form
no. DIR-12, the Registrar shall verify the documents as to correctness of
contents and whether adequate supporting documents namely, copy of board
resolution, copy of notices sent for calling board meeting or copy of minutes
of board of directors reflecting voted for or against.
Calcutta High Court directed the Registrar of Companies (ROC) to consider
within four weeks the representation filed by Brijsons Hotel Private Limited
and another petitioner challenging the alleged wrongful cessation of a director
and appointment of another director through Form DIR-12.
The petitioners alleged that cessation of Rajeev Nain Mishra as director
and appointment of Parvati Mishra, both with effect from 6 January 2026,
had been recorded through DIR-12
despite there being no resignation, board resolution or valid appointment.
IMPORTANT POINT TO CONSIDER
The
petitioners only discovered the change through an MCA portal email dated 20 Jan
2026. Who has filed the DIR-12 in the MCA portal using the login and password
of the company?
STRAIGHT‑THROUGH PROCESSING (STP):
ROC argued
that e‑forms like DIR‑12 are auto‑approved under STP, with responsibility lying on the
authorized signatory and professional certifying the form.
|
Issue
|
Court’s Position
|
Compliance Implication
|
|
Resignation under Sec. 168
|
Must be in
writing and filed; absence invalidates cessation.
|
Companies
must retain resignation letters and file DIR‑12 correctly.
|
|
Board Resolution
|
Mandatory
for appointment/removal.
|
Minutes
and resolutions must be properly recorded.
|
|
DIR‑12 Filing
|
STP
approval does not validate fraudulent filings.
|
Certifying
professionals bear liability; ROC must act on complaints.
|
|
ROC’s Role
|
Cannot
remain passive; must adjudicate representations.
|
Companies
can seek redress if wrongful filings occur.
|
KEY TAKEAWAY
The Calcutta High Court reinforced that wrongful cessation/appointment of
directors via DIR‑12 without statutory backing is invalid, and ROC must
actively adjudicate such complaints. This case is a strong precedent for
challenging fraudulent filings under the Companies Act, 2013.
# R V
Seckar, FCS,LLB 79047 19295,
