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.

 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,