Top Stories ROC cannot File Criminal Complaint While Company’s Penalty Appeal u/s 454(8) is Pending: Kerala HC [Read Order] Kerala HC held that a criminal complaint under Section 454(8) of the Companies Act is not maintainable while the company’s penalty appeal under Section 454(5) is still pending. By Kavi Priya – On May 19, 2025 1:41 pm – 2 mins read In a recent judgment, the Kerala High Court held that the Registrar of Companies (ROC) cannot file a criminal complaint under Section 454(8) of the Companies Act while the company’s statutory appeal against the penalty order is still pending.

The Court found such a complaint to be premature and quashed the proceedings initiated by the ROC. The case arose when Resfeber Infosolutions Pvt. Ltd. and its directors were penalized by the ROC for a delay in filing the statutory declaration of commencement of business (Form INC-20A), as required under Section 10A of the Companies Act, 2013. Read More: Income Tax Notice issued Demanding Management Fee Paid to Oversea Company: Delhi HC sets aside Notice being Violative of S. 149 (1)(a) [Read Order] GST READY RECKONER: Complete Topic wise Circulars, Instructions & Guidelines Click here

Although the penalty was imposed through an order dated 20.01.2020, the company’s appeal challenging the penalty was delayed due to the COVID-19 lockdown. The appeal was initially dismissed for delay, but later restored by the High Court through a separate writ petition. Despite the High Court’s order restoring the appeal and directing its reconsideration, the ROC proceeded to file a criminal complaint under Section 454(8), alleging non-compliance with the penalty order. The petitioners challenged the maintainability of the complaint, arguing that the appeal process had not yet concluded and thus no cause of action had arisen under Section 454(8) of the Companies Act. Read More: Period of Limitation as per S. 153 C Commences with date on which documents were submitted: Delhi HC [Read Judgement]

Know Practical Aspects of Tax Planning, Click Here The ROC’s counsel argued that the complaint was filed after 90 days from the initial dismissal of the appeal and was therefore valid. The single-judge bench comprising  Justice V.G. Arun observed that once the appellate order was set aside and the appeal restored, the earlier dismissal lost its legal significance. Accordingly, the time for initiating criminal proceedings had not yet begun. The court held that a complaint under Section 454(8) can only be filed after 90 days of a final appellate order if an appeal has been preferred. Since the petitioners’ appeals were still pending, the Court ruled that the complaint was not maintainable at this stage. The court quashed the criminal complaints and all related proceedings but clarified that the ROC is free to initiate fresh proceedings if warranted, once the appeal is decided. The criminal miscellaneous cases were accordingly allowed.