WHETHER ROC ACTION IS JUSTIFIABLE AS IT PENALISED A COMPANY FOR NOT FILING FORM-32 30 YEARS AGO (1995) THE COMPANIES ACT, 1956 NOW?

 WHETHER ROC ACTION IS JUSTIFIABLE AS IT PENALISED A COMPANY FOR NOT FILING FORM-32 30 YEARS AGO (1995) THE COMPANIES ACT, 1956 NOW?

ROC HARYANA VS YOGIJI DIGI PRIVATE LIMITED

WHETHER LIMITATION ACT IS APPLICABLE TO THIS CASE ?

The lapse was treated as a continuing default for nearly 30 years, and adjudication was carried out under Section 454 of the Companies Act, 2013.

FACTS OF THE CASE

ROC Haryana recently imposed penalties on Yogiji Digi Limited and its Managing Director for failing to file Form‑32 regarding director appointment/regularization dating back to 1993–1995 under the Companies Act, 1956.

A CONTINUING DEFAULT

The lapse was treated as a continuing default for nearly 30 years, and adjudication was carried out under Section 454 of the Companies Act, 2013.

NO FORM 32 IS FILED FOR ALMOST 30 YEARS

Appointment made in 1993, regularization in 1995, but Form‑32 never filed.

Default Duration: Continued until 30 June 2026 (over 30 years).

TAKE AWAY

 ROC Haryana’s action against Yogiji Digi Limited demonstrates that historic defaults under the Companies Act, 1956 remain enforceable today under the Companies Act, 2013. Companies must proactively review old records and ensure all statutory filings (Form‑32/DIR‑12, returns of allotment, etc.) are complete to avoid heavy penalties.

MY VIEWS

The law of limitation can be a strong defense in ROC Haryana v. Yogiji Digi Private Limited Case.

Can a statutory authority initiate proceedings after approximately 30 years without any statutory provision expressly permitting such extraordinary delay?

The Delhi High Court recently reiterated that criminal proceedings for Companies Act offences cannot ordinarily be kept alive indefinitely. According to me, this rationale applies to civil cases also.

In Surendra Singh v. Registrar of Companies (2025), the Delhi High Court examined a Companies Act prosecution and held that where the punishment attracts the applicable limitation period, the ROC must address Sections 468–473 CrPC, including the question of when the offence came to the ROC's knowledge and whether extension / condonation is legally available.

The Madras High Court in Dalmia Bharat Ltd. v. Ministry of Corporate Affairs recognized this distinction: after the 2020 amendments, several Companies Act contraventions became matters for penalty adjudication under Section 454 rather than criminal prosecution.

It is not technically correct to say that the Limitation Act, 1963 automatically bars every Section 454 adjudication merely because 30 years have elapsed. The stronger challenge to a Section 454 order is that the ROC has exercised its penal/quasi-judicial power after an unreasonable and extraordinary delay, without statutory authority for such delayed action, causing serious prejudice to the company and persons concerned.

And if the ROC is relying upon a 1995 Form 32 default, there is an additional and potentially decisive issue: whether the present statutory penalty regime can be applied to an alleged contravention arising under the Companies Act, 1956 three decades earlier.

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