ROC Haryana Imposes Penalty Under Section 450 for Failure to File Form-32 on Managing Director's Appointment

Overview of the Adjudication Order

The Registrar of Companies, Haryana, exercising adjudicatory authority under Section 454 of the Companies Act, 2013, issued a penalty order against a Haryana-based company and its Managing Director for their prolonged failure to file Form-32 in connection with the appointment of the Managing Director — a lapse that constituted a violation of Section 269 of the Companies Act, 1956, and correspondingly Section 196 of the Companies Act, 2013.

The adjudication order bearing Order ID: PO/ADJ/07-2026/HR/02542, dated 16th July 2026, was passed by the Registrar of Companies, ROC Haryana, Chandigarh, against YOGIJI DIGI LIMITED (CIN: U74899HR1993PLC032121) and its Managing Director Mr. Navneet Singh (DIN: 00468898).

Details of the Company and the Default

Company Background

YOGIJI DIGI LIMITED, registered under the provisions of the Companies Act, 1956/2013, is incorporated with CIN U74899HR1993PLC032121 and maintains its registered office at Plot No. 148, Sector-58, Ballabgarh, Faridabad, Haryana – 121004.

Nature of the Default

At a Board meeting held on 25th October 1993, the company formally appointed Mr. Navneet Singh as its Managing Director. However, the mandatory intimation in Form-32 — the prescribed form for reporting such appointments to the Registrar of Companies under the old regime — was never submitted. This omission constituted a clear contravention of Section 269 of the Companies Act, 1956, which governed appointments of Managing Directors during that period.

The default persisted uninterrupted right up to 30th June 2026, making it a case of continuing contravention spanning several decades. Under the current statutory framework, the corresponding provision governing Managing Director appointments is Section 196 of the Companies Act, 2013, which came into operation with effect from 1st April 2014.

Section 196 of the Companies Act, 2013

Section 196 of the Companies Act, 2013 governs the appointment of Managing Directors, Whole-Time Directors, and Managers. It replaced the erstwhile Section 269 of the Companies Act, 1956 with effect from 1st April 2014. Companies are obligated to file the requisite forms with the Registrar of Companies to give formal effect to such appointments.

Section 450 of the Companies Act, 2013

Section 450 of the Companies Act, 2013 provides for penalties in cases where no specific penalty is prescribed elsewhere in the Act. The provision reads as under: