ROC BENGALURU PENALIZED ALL SIX DIRECTORS OF AVK VALVES INDIA PRIVATE LIMITED ₹1,00,000 EACH (TOTAL ₹6 LAKH) FOR FAILURE TO MAINTAIN MBP‑1 AND DIR‑8 DISCLOSURES, EVEN THOUGH THE LAPSE WAS ATTRIBUTABLE TO ONE DIRECTOR.

 ROC BENGALURU PENALIZED ALL SIX DIRECTORS OF AVK VALVES INDIA PRIVATE LIMITED ₹1,00,000 EACH (TOTAL ₹6 LAKH) FOR FAILURE TO MAINTAIN MBP‑1 AND DIR‑8 DISCLOSURES, EVEN THOUGH THE LAPSE WAS ATTRIBUTABLE TO ONE DIRECTOR.

ROC BENGALURU VS AVK VALVES INDIA PRIVATE LIMITED

FACTS OF THE CASE

During an inquiry under Section 206(4), the Practicing Company Secretary who signed the company's MGT-8 for the year ended 31.03.2022 reported that the company had not made available Form MBP-1 (disclosure of director's interest) and DIR-8 (declaration of non-disqualification) for one of its directors, Mr. Soren Kjaer — records that every company is required to maintain under Section 184.

ROC FINDINGS

Even though only one director failed to file MBP‑1/DIR‑8, ROC held all directors responsible, since disclosures must be tabled and recorded in board minutes.

The order highlights that disclosure obligations under Section 184 of the Companies Act, 2013 are individual and non‑delegable, making every director personally liable.

LESSONS LEARNED

This case underscores that ROC enforces strict liability: even a single director’s lapse can expose the entire board. For private companies, this is a governance wake‑up call—directors cannot rely on collective responsibility or secretarial staff alone.

# Your Compliance expert R V SECKAR , FCS ,  LLB 79047  19295,