Why ROC Adjudication Orders on Board Processes Demand Immediate Boardroom Attention

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 cross regulatory boundaries.

• Inadequate disclosures in the Board’s Report regarding Committee recommendations not accepted by the board.

For independent directors and promoters, these orders carry personal reputational risk and monetary penalties that cannot always be indemnified.

Having viewed compliance both from within corporate management for close to two decades and now from an independent advisory lens:

• An annual Secretarial Health Check is far less costly than an adjudication remediation.

Is your board secretarial documentation audit-ready for the current financial year?

We assist listed and unlisted corporate groups in conducting rigorous Secretarial Reviews and addressing contentious MCA/ROC compliance notices. Connect with me directly at +91 98367 00220 or sandeeplakhotia2013@gmail.com for a confidential discussion.