ROC-Ahmedabad Order u/s 158 for Premier Solution Pvt Ltd: Penalty for not mentioning DIN

ROC-Ahmedabad Order u/s 158 for Premier Solution Pvt Ltd: Penalty for not mentioning DIN. Through this article, we will take you through the mandatory provisions for the company under Section 158 for mentioning the Director Identification Number (DIN) while furnishing any return, information or particulars as are required to be furnished under this Act. In case of default, MCA can penalize the company and officer in default under section 172 of the companies Act 2013. Hence, please ensure to comply with the provisions of the act to avoid any legal consequences.
Applicable Provisions:
Section 158 of the Companies Act, 2013 provides that every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number (DIN) in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director.
It is a mandatory requirement under the Companies Act 2013, directors must include their Director Identification Number (DIN) below their signature on any document, information, or a return submitted to regulators.
The documents referred in this section would include, annual financial statements, board report and all attachments to board report, annual return, particulars of employees and related disclosures information pursuant to section 197(12) of Companies Act, 2013, report on corporate governance & management discussion & analysis, certified copies of any resolutions / extract of board minutes etc., inter-alia amongst others and other documents even based documents submitted to the Registrar of Companies.
Facts of the case: -
The Registrar of Companies in Ahmedabad in its dated 26.10.2021 related to the scheme of amalgamation of Premier Solution Private Limited and D.J Shah Investment Finance Private Limited. Upon submitting the report on October 26, 2021, the Registrar of Companies observed certain violations and non-compliance of the the Companies Act, 2013 by both the petitioner companies.
The Registrar of Companies in his report highlighted that both companies i.e. the Transferor company and the Transferee company, had not mentioned the Director Identification Number (DIN) in the last three years financial statements filed by them to the authorities, as required under Section 158 of the Companies Act, 2013. Consequently, both transferor and transferee company have violated the provisions of the section 158 of the Companies Act, 2013. In this regard, the Registrar of Companies, acting as the adjudicating officer, is authorized under Section 454(3) of the Companies Act, 2013 to impose penalties for such non-compliance.
Penal provisions as per section 172 of the Companies Act, 2013 in case of non-compliance
If a company is in default in complying with any of the provisions of this chapter and for which no specific penalty or punishment is provided therein, the company and every officer the company who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
Penalty Imposed by Registrar of Companies on Company and Officers in Default
After considering the facts and circumstances of the case and submissions made by the Presenting Officer and oral submissions made by the Practicing Company Secretary on behalf of the company, the Registrar of Companies imposed following penalty on company and its directors as prescribed under section 172 of the companies Act, 2013 for violation of section 158 of the companies Act, 2013.

Violation of section

Penalty imposed on   company/ directors

Penalty as per sect. 172 of the Act,

Penalty Imposed for three financial years

Non-disclosure of DIN in the Financial statements for last 3 years as required under section 158 of the companies Act, 2013.

Company

50,000

1,50,000

Director 1

50,000

1,50,000

Director 2

50,000

1,50,000

Director 3

50,000

1,50,000

Exemption to Startup/ Small Company/OPC under section 446B: 
As per sec. 446B of the Companies Act, 2013, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case may be.
In this case, Section 446B does not apply, as the company does not meet the criteria.
Conclusion
The company secretary must ensure that the Director Identification Number (DIN) is clearly stated beneath the director’s signature on all documents and returns submitted to the regulators. This practice is essential to comply with the provisions of the Companies Act 2013 and to avoid any significant penalties.
If no company secretary is appointed, the responsibility for DIN compliance falls directly on the directors. Adhering to this requirement helps the company maintain regulatory compliance and avoid potential fines or legal issues.
Download MCA adjudication order:

Through this article, we will take you through the mandatory provisions for the company under Section 158 for mentioning the Director Identification Number (DIN) while furnishing any return, information or particulars as are required to be furnished under this Act. In case of default, MCA can penalize the company and officer in default under section 172 of the companies Act 2013. Hence, please ensure to comply with the provisions of the act to avoid any legal consequences.

Applicable Provisions:

Section 158 of the Companies Act, 2013 provides that every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number (DIN) in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director.

It is a mandatory requirement under the Companies Act 2013, directors must include their Director Identification Number (DIN) below their signature on any document, information, or a return submitted to regulators.

The documents referred in this section would include, annual financial statements, board report and all attachments to board report, annual return, particulars of employees and related disclosures information pursuant to section 197(12) of Companies Act, 2013, report on corporate governance & management discussion & analysis, certified copies of any resolutions / extract of board minutes etc., inter-alia amongst others and other documents even based documents submitted to the Registrar of Companies.

Facts of the case: -

The Registrar of Companies in Ahmedabad in its dated 26.10.2021 related to the scheme of amalgamation of Premier Solution Private Limited and D.J Shah Investment Finance Private Limited. Upon submitting the report on October 26, 2021, the Registrar of Companies observed certain violations and non-compliance of the the Companies Act, 2013 by both the petitioner companies.

The Registrar of Companies in his report highlighted that both companies i.e. the Transferor company and the Transferee company, had not mentioned the Director Identification Number (DIN) in the last three years financial statements filed by them to the authorities, as required under Section 158 of the Companies Act, 2013. Consequently, both transferor and transferee company have violated the provisions of the section 158 of the Companies Act, 2013. In this regard, the Registrar of Companies, acting as the adjudicating officer, is authorized under Section 454(3) of the Companies Act, 2013 to impose penalties for such non-compliance.

Penal provisions as per section 172 of the Companies Act, 2013 in case of non-compliance

If a company is in default in complying with any of the provisions of this chapter and for which no specific penalty or punishment is provided therein, the company and every officer the company who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.

Penalty Imposed by Registrar of Companies on Company and Officers in Default

After considering the facts and circumstances of the case and submissions made by the Presenting Officer and oral submissions made by the Practicing Company Secretary on behalf of the company, the Registrar of Companies imposed following penalty on company and its directors as prescribed under section 172 of the companies Act, 2013 for violation of section 158 of the companies Act, 2013.

Violation of section	Penalty imposed on company/ directors	Penalty as per sect. 172 of the Act,	Penalty Imposed for three financial years
Non-disclosure of DIN in the Financial statements for last 3 years as required under section 158 of the companies Act, 2013.	Company	50,000	1,50,000
	Director 1	50,000	1,50,000
	Director 2	50,000	1,50,000
	Director 3	50,000	1,50,000

Exemption to Startup/ Small Company/OPC under section 446B:

As per sec. 446B of the Companies Act, 2013, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case may be.

In this case, Section 446B does not apply, as the company does not meet the criteria.

Conclusion

The company secretary must ensure that the Director Identification Number (DIN) is clearly stated beneath the director’s signature on all documents and returns submitted to the regulators. This practice is essential to comply with the provisions of the Companies Act 2013 and to avoid any significant penalties.

If no company secretary is appointed, the responsibility for DIN compliance falls directly on the directors. Adhering to this requirement helps the company maintain regulatory compliance and avoid potential fines or legal issues.