Defective DIR‑12 Cannot Remove Directors: Calcutta HC Orders ROC to Reconsider After Hearing All Parties [Read Order]

The CalcuttaHigh Court has held that a defective Form DIR‑12 filed on the MCA‑21 portal cannot result in the cessation of directors, directing the Registrar ofCompanies (ROC), , to reconsider the matter after granting a full opportunity of hearing to all stakeholders.

The writ petition was filed by Vimal Kumar Godha and others, challenging the sudden removal of seven directors, including the petitioners, from the board of Nidhi Creative Infrastructure Pvt. Ltd. through a digitally filed DIR‑12 dated 11 October 2025.

The petitioners, who have been serving as directors since 2010, contended that they never tendered resignations nor authorised anyone to file a DIR‑12 intimating their cessation.

On 11 October 2025, petitioner no. 1 received an automated email from the MCA system indicating that DIR‑12 had been registered, showing cessation of seven directors with effect from 10 October 2025.

The petitioners immediately wrote to the ROC on 13 October 2025, asserting that the filing was unauthorised and requesting a copy of the form and supporting documents.

The petitioners alleged that the respondent nos. 3 and 4, who are also directors, had unilaterally and without any board resolution filed the DIR‑12, digitally removing the petitioners and five others.

They argued that the ROC mechanically accepted the form without any inquiry, notice, or verification, violating principles of natural justice.

In response to the Court’s earlier direction dated 4 December 2025, the ROC submitted written instructions acknowledging that the DIR‑12 appeared prima facie defective for want of mandatory attachments.

The ROC further stated that the cessation recorded in the form appeared null and void, and expressed no objection to marking the form as defective and reinstating all seven individuals as directors on the MCA‑21 portal as though the DIR‑12 had never been filed.

On the other hand, respondent nos. 3 and 4 alleged that the petitioners had illegally inducted five individuals as directors, three of whom were relatives of the Godha family, and that they had already lodged a complaint before the ROC alleging oppression, mismanagement, siphoning of funds, and non‑compliance.

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They argued that their objections were pending before the ROC and that the petitioners’ appointments were themselves questionable.

The Court noted that both sides had raised objections before the ROC: the petitioners challenging the DIR‑12 removing them, and respondents 3 and 4 challenging the induction of five directors by the petitioners.

Since the ROC had already taken the position that the DIR‑12 was defective and invalid, the Court held that the proper course was for the ROC to adjudicate both objections together after granting a fair hearing.

Justice Krishna Rao observed that the ROC’s own report made it clear that the form lacked necessary attachments and could not be acted upon.

Given this admission, and considering the competing allegations between the two factions, the Court directed the ROC or any other competent authority to consider both objections and pass a reasoned and speaking order within four weeks of receiving the Court’s judgment.

Importantly, the Court ordered that DIR‑12 (SRN AB8156555) shall not be given any effect or further effect until the ROC completes its decision‑making process.

With these directions, the writ petition was disposed of.

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