DATA PRIVACY UPDATE | DPDP ACT, 2023 GOVERNMENT ISSUES DIGITAL PERSONAL DATA PROTECTION (REMOVAL OF DIFFICULTIES) ORDER, 2026

 DATA PRIVACY UPDATE | DPDP ACT, 2023

GOVERNMENT ISSUES DIGITAL PERSONAL

 DATA PROTECTION (REMOVAL OF

 DIFFICULTIES) ORDER, 2026

The Ministry of Electronics and Information Technology (MeitY) issued the Digital Personal Data Protection (Removal of Difficulties) Order, 2026, vide S.O. 5458(E) dated 5 October 2026, to address textual and editorial ambiguities in two provisions of the DPDP Act, 2023. The Order came into force upon publication in the Official Gazette.

KEY CLARIFICATIONS

1. Section 9(1) – Personal Data of Children and Persons with Disabilities

The wording “child or a person with disability” has been replaced with “child or of a person with disability”.

This clarifies the provision concerning the requirement to obtain verifiable consent from the parent of a child or the lawful guardian of a person with disability who has a lawful guardian, before processing the relevant personal data.

2. Section 10(2)(c)(ii) – Audit Obligations of Significant Data Fiduciaries

The word “audit” has been replaced with “data audit”.

This aligns the periodic audit reference with the data audit terminology used elsewhere in Section 10 and clarifies the nature of the compliance obligation applicable to Significant Data Fiduciaries.

WHY DOES THIS MATTER?

These amendments address drafting ambiguities while clarifying two important areas of data protection compliance:

• Consent management: Organisations should review their procedures for obtaining and verifying parental or lawful guardian consent, wherever applicable.

• Data audit readiness: Significant Data Fiduciaries should review their periodic data audit arrangements and related compliance documentation.

COMPLIANCE TAKEAWAY

Companies, compliance officers, legal professionals and data protection teams should take note of these clarifications while preparing for compliance with the DPDP framework.

The Order makes targeted textual clarifications; it should not be interpreted as a blanket relaxation of data protection obligations.

WHY DIVIDEND PAYMENT IS NOT APPROVED BY THE MAJORITY SHAREHOLDER IN SIGACHI INDUSTRIES, CAMSON BIO TECHNOLOGIES (2014), DS KULKARNI DEVELOPERS (2016), JAIN IRRIGATION SYSTEMS (2019), AND RAJESH EXPORTS (2023).

 WHY DIVIDEND PAYMENT IS NOT APPROVED BY THE MAJORITY SHAREHOLDER IN SIGACHI INDUSTRIES, CAMSON BIO TECHNOLOGIES (2014), DS KULKARNI DEVELOPERS (2016), JAIN IRRIGATION SYSTEMS (2019), AND RAJESH EXPORTS (2023).

                     WHAT HAPPENED IN THE FIVE CASES?

Company	Year	What happened	Principal governance issue
Camson Bio Technologies	2014	Dividend resolution was defeated	Shareholders rejected the Board's proposed payout
D.S. Kulkarni Developers	2016	Dividend resolution was defeated	Shareholder opposition amid the company's financial/working-capital situation
Jain Irrigation Systems	2019	Dividend item was adjourned and subsequently not approved	Financial restructuring/debt considerations and shareholder voting
Rajesh Exports	2023	Board-recommended ₹1/share dividend was rejected	Significant shareholder/institutional opposition
Sigachi Industries	2026	10% dividend resolution defeated	Promoters voted in favour; public non-institutional shareholders overwhelmingly voted against

 

THEY MAY PREFER CASH RETENTION RATHER THAN DISTRIBUTION.
SHAREHOLDERS MAY BELIEVE THAT CASH SHOULD REMAIN WITH THE COMPANY FOR CAPEX, WORKING CAPITAL, DEBT REDUCTION OR ACQUISITIONS.

1. CONCERN ABOUT THE COMPANY'S FINANCIAL POSITION.\
2. INSTITUTIONAL INVESTOR DISSENT.\
3. THE BOARD'S RECOMMENDATION IS NOT BINDING ON SHAREHOLDERS.\
4. VOTING PARTICIPATION CAN RADICALLY CHANGE THE RESULT.\

Rajesh Exports — an especially important example

The dividend resolution was subsequently not approved at the AGM and the company cancelled the recommended dividend.

Jain Irrigation — a different situation

“The majority shareholder rejected the dividend.”

The broader corporate-governance lesson

These five cases demonstrate an important principle:

A dividend recommended by the Board is only a recommendation until shareholders approve it.

# R V Seckar, your compliance expert, 79047 19295

CIN, CONTACT NUMBER OF COMPANY ALREADY AVAILABLE IN MCA MASTER DATA DOES NOT OFFER IMMUNE IF THESE DETAILS ARE ABSENT IN COMPANY LETTER HEAD & BOARDS REPORT.

 CIN, CONTACT NUMBER OF COMPANY ALREADY AVAILABLE IN MCA MASTER DATA DOES NOT OFFER IMMUNE IF THESE DETAILS ARE ABSENT IN COMPANY LETTER HEAD & BOARDS REPORT.

ROC MUMBAI VS OM SHYAMJI FOODS PVT. LTD.

The fact that a company’s **CIN, contact number and other statutory details are available on the MCA Master Data does not provide immunity from the statutory requirement to disclose such particulars on the company’s letterhead and Board’s Report, wherever prescribed under the Companies Act, 2013.

ROC alleged that CIN, contact number and email absent from FY 2020-21  in Board Report and in letterhead.

Company argued that the information was already available in MCA master data.

ROC rejected that defense: availability on MCA records does not substitute for statutory disclosure on the company letterhead or board report document itself.

KEY TAKEAWAY:

Availability of information on the MCA portal ≠ compliance with the statutory disclosure requirement.

A company must ensure that all mandatory particulars are properly disclosed in the documents prescribed under the Companies Act, 2013.

# R V SECKAR, Your compliance expert 79047 19295,

WHAT IS THE DIFFERENCE BETWEEN OLD MGT-14 vs NEW MGT-14 — WITH EFFECT FROM 1 October 2026? WHY YOU CANNOT SEE THE NOTIFICATION ABOUT NEW MGT-14 FORM IN THE MCA WEBSITE

 WHAT IS THE DIFFERENCE BETWEEN OLD MGT-14 vs NEW MGT-14 — WITH EFFECT FROM  1 October 2026?

WHY YOU CANNOT SEE THE NOTIFICATION ABOUT NEW MGT-14 FORM IN THE MCA WEBSITE

 MCA website confirms MGT-14 is a V3 web-form, but one could not locate it  an official MCA notification/instruction kit publicly indexed yet. You have to login to access the new form.

 

Particulars	Earlier MGT-14	Revised MGT-14 from 1 Oct 2026
Form title	Filing of Resolutions and Agreements to the Registrar	Filing of Resolutions and Agreements to the Registrar
Legal provision	Section 117(1) and Rule 24	Section 117(1) and Rule 24
Company identification	CIN / company details	Expanded/structured company identification details
Purpose of filing	Selection of applicable purpose	More structured classification of the resolution/filing purpose
Type of resolution	Board / Special / other applicable resolution	More specific identification of the resolution type
Section under which resolution is passed	Relatively limited identification	Greater emphasis on the applicable section/rule/provision
Meeting details	Date/type of meeting	More detailed meeting and resolution particulars
Resolution date	Required	Required
Nature of resolution	Broad selection	More granular classification
Details of resolution/agreement	Basic particulars	Expanded particulars
Attachments	CTC of resolution, explanatory statement, altered MOA/AOA/agreement, etc., where applicable	Attachment requirements more closely linked to the purpose selected
MOA/AOA alteration	Linked attachments where applicable	More clearly integrated with the selected purpose
Certification	Director/CS/authorized signatory as applicable	Revised declaration/certification framework
Professional certification	Existing certification requirements	Greater validation of the person certifying/signing
Validation	Form-level MCA validation	More automated/field-level validation expected
Resubmission risk	Errors generally identified during processing	More errors likely to be blocked at filing stage
Compliance impact	Relatively form-centric	More disclosure- and classification-centric

 

THE BIGGEST PRACTICAL CHANGE

The revised form appears designed to make the resolution itself traceable:

Resolution → Legal provision → Purpose → Meeting → Resolution particulars → supporting document

This is significant for Company Secretaries because MGT-14 is no longer merely a form-filling exercise. The information entered into the form needs to correspond precisely with the notice, agenda, explanatory statement, minutes and certified true copy of the resolution.

# R V SECKAR, Your compliance expert 79047 19295,

WHY COMPANIES ARE LEVIED HUGE FINES FOR NOT OPENING OF SEPARATE BANK ACCOUNT IN CASE OF PRIVATE PLACEMENT OR PREFERENTIAL ALLOTMENT?

 WHY COMPANIES ARE LEVIED HUGE FINES FOR NOT OPENING OF SEPARATE BANK ACCOUNT IN CASE OF PRIVATE PLACEMENT OR PREFERENTIAL ALLOTMENT?

JAY AMBE SUPERMARKETS LTD WAS FINED BY ROC AHAMADABAD Rs 10 CRORES FOR NOT OPENING SEPARATE BANK ACCOUNT AND FOR NOT FILING PAS-3

•             Section 42(6): application money must be kept in a separate bank account in a scheduled bank and used only for permitted purposes.

•             Subscription money belongs to the proposed investors until the statutory conditions for allotment are satisfied.

•             Therefore, the company should not be able to treat the money as its ordinary working capital.

•             PAS-3 establishes the statutory record of the allotment.

ROC CASES — FAILURE TO MAINTAIN SEPARATE BANK ACCOUNT

# R V SECKAR , Your compliance expert 79047 19295,

RO𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 LEVIES RS 10 CRORES FINE ON JAY AMBE SUPERMARKETS LIMITED FOR NOT DEPOSITING IN A SEPARATE BANK THE PRIVATE PLACEMENT PROCEEDS.

 R𝗼𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 LEVIES RS 10 CRORES FINE ON JAY AMBE SUPERMARKETS LIMITED FOR NOT DEPOSITING IN A SEPARATE BANK THE PRIVATE PLACEMENT PROCEEDS.

𝗥𝗼𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 LEVIES RS 10 CRORES FINE ON JAY AMBE SUPERMARKETS LIMITED FOR NOT DEPOSITING IN A SEPARATE BANK THE PRIVATE PLACEMENT PROCEEDS.

𝗥𝗼𝗖, 𝗔𝗵𝗺𝗲𝗱𝗮𝗯𝗮𝗱 𝗶𝗺𝗽𝗼𝘀𝗲𝘀 𝗮 𝗽𝗲𝗻𝗮𝗹𝘁𝘆 𝗼𝗳 𝗥𝘀. 𝟭𝟬 𝗖𝗿𝗼𝗿𝗲𝘀 𝗼𝗻 𝗝𝗮𝘆 𝗔𝗺𝗯𝗲 𝗦𝘂𝗽𝗿𝗲𝗺𝗮𝗿𝗸𝗲𝘁𝘀 𝗟𝗶𝗺𝗶𝘁𝗲𝗱 ( (𝗥𝘀. 𝟮 𝗰𝗿𝗼𝗿𝗲𝘀 𝗲𝗮𝗰𝗵 𝗼𝗻 𝘁𝗵𝗲 𝗰𝗼𝗺𝗽𝗮𝗻𝘆 𝗮𝗻𝗱 𝟰 𝗗𝗶𝗿𝗲𝗰𝘁𝗼𝗿𝘀.)   𝗳𝗼𝗿 𝗳𝗮𝗶𝗹𝘂𝗿𝗲 𝘁𝗼 𝗱𝗲𝗽𝗼𝘀𝗶𝘁 𝘀𝗵𝗮𝗿𝗲 𝗮𝗽𝗽𝗹𝗶𝗰𝗮𝘁𝗶𝗼𝗻 𝗺𝗼𝗻𝗲𝘆 𝗿𝗲𝗰𝗲𝗶𝘃𝗲𝗱 𝗼𝗻 𝗽𝗿𝗲𝗳𝗲𝗿𝗲𝗻𝘁𝗶𝗮𝗹 𝗮𝗹𝗹𝗼𝘁𝗺𝗲𝗻𝘁 𝗶𝗻 𝗮 𝘀𝗲𝗽𝗮𝗿𝗮𝘁𝗲 𝗯𝗮𝗻𝗸 𝗮𝗰𝗰𝗼𝘂𝗻𝘁 𝗮𝗻𝗱 𝗳𝗮𝗶𝗹𝘂𝗿𝗲 𝘁𝗼 𝗳𝗶𝗹𝗲 𝗲-𝗳𝗼𝗿𝗺 𝗣𝗔𝗦-𝟯 𝘄𝗶𝘁𝗵𝗶𝗻 𝘁𝗵𝗲 𝘀𝘁𝗶𝗽𝘂𝗹𝗮𝘁𝗲𝗱 𝘁𝗶𝗺𝗲, 𝗶𝗻 𝘃𝗶𝗼𝗹𝗮𝘁𝗶𝗼𝗻 𝗼𝗳 𝗦𝗲𝗰. 𝟰𝟮(𝟲) 𝗿.𝘄.𝘀. 𝟰𝟮(𝟴) 𝗼𝗳 𝘁𝗵𝗲 𝗖𝗼𝗺𝗽𝗮𝗻𝗶𝗲𝘀 𝗔𝗰𝘁, 𝟮𝟬𝟭𝟯.

Parking application money in the operating account defeats the purpose of ring fencing it until allotment.

Use a pre-allotment checklist signed off by the Company Secretary or a practicing professional

# R V SECKAR , Your compliance expert 79047 19295,

NON-APPOINTMENT OF COMPANY SECRETARY -WADHWAGROUP HOLDINGS LIMITED WAS FINED RS 30 LACS BY NCLT AND AGAIN RS 15 LACS BY ROC MUMBAI FOR THE SIMILAR OFFENCE

 NON-APPOINTMENT OF COMPANY SECRETARY -WADHWAGROUP HOLDINGS LIMITED WAS FINED RS 30 LACS BY NCLT AND AGAIN RS 15 LACS BY ROC MUMBAI FOR THE SIMILAR OFFENCE

ROC MUMBAI Vs WADHWAGROUP HOLDINGS LIMITED

FACTS OF THE CASE

WadhwaGroup Holdings Limited was penalized by the Registrar of Companies, Mumbai for non-compliance relating to the appointment of a Company Secretary.

The company was reportedly fined ₹30 lakh and subsequently ₹15 lakh for a similar offence. The case also raises an important compliance issue concerning the availability of reduced penalty treatment for a “small company as the company is not a small company.

CASE SEQUENCE

Prasad Ramesh Khopkar, the company's whole-time Company Secretary, resigned effective 31.05.2020. Under Section 203(4), the resulting vacancy had to be filled by the Board within six months — by 01.12.2020.

Company moved NCLT and NCLT levied a compounding fee of Rs 30 lacs.

Instead, the company appointed Tejal Anil Bhosle as the next whole-time CS only with effect from 05.02.2025, a delay of 1,527 days.

SUO-MOTO WITH ROC AND ROC LEVIED A FINE OF RS 15 LACS

For the delay of 1,527 days , Company came forward suo-moto under Section 454, admitting the 1,527-day delay was inadvertent and unintentional, with no mala fide intent.

KEY COMPLIANCE POINT:

Failure to appoint a Company Secretary when legally required can result in substantial monetary penalties for the company and officers in default.

"Inadvertent and unintentional" carries little weight once a company has already been through compounding for the same class of default. Section 203(4)'s stipulates that company secretary vacancy is to be filled within six-month

# R V SECKAR , Your compliance expert 79047 19295,