Over the past 18 months, the Registrar of Companies (ROC) has intensified penalty orders under Section 454 of the Companies Act, 2013. What is striking is the shift in focus: Penalties are no longer confined to delayed annual filings. They are targeting procedural governance deficiencies: • Non-compliance with Secretarial Standard-1 (SS-1) on notice circulation and recording dissent in minutes. • Ambiguity in identifying "Officers who are in default" when board decisions cros

1. Introduction There is a comfortable assumption in many Indian unlisted companies: that if the annual filings are made and the auditor has signed, the company is compliant. It is a reasonable assumption. It is also, quite often, wrong. The Companies Act, 2013 does not operate as an annual event. It operates continuously — transaction by transaction, meeting by meeting, disclosure by disclosure. Annual filings are the visible surface. Underneath sit obligations triggered not