Petitioner challenged disqualification as a director for non-filing of returns. Single Judge applied Division Bench ratio holding disqualification via order without notice violative of law and quashed it, allowing writ petition.
The impugned order dated 08.09.2017 disqualifying petitioner is set aside and writ petition allowed.
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In the High Court of Judicature at Madras
DATED: 09.02.2021
CORAM:
THE HONOURABLE MR. JUSTICE ABDUL QUDDHOSE
W.P.No.33536 of 2018 and W.M.P.Nos.38927 & 38929 of 2018
Mahalakshmi Narayan ... Petitioner
Vs.
1.Union of India,
Represented by its Secretary,
Ministry of Corporate Affairs,
Shastri Bhawan, Dr.Rajendra Prasad Road,
New Delhi - 110 001.
2.Registrar of Companies,
Tamilnadu, Chennai,
Block No.6, B Wing 2nd Floor,
Shastri Bhawan 26, Haddows Road,
Chennai - 600 034. ... Respondents
PRAYER: Writ Petition filed under Article 226 of the Constitution of India, for issuance of a Writ of Certiorarified Mandamus to call for the records of the 2nd respondent relating to the impugned order dated 08.09.2017 uploaded in the website of the 1st respondent in so far as the petitioner herein is concerned, quash the same as illegal, arbitrary and devoid of merit and consequentially direct the respondents herein to permit petitioner to get reappointed as Director of any Company or appointed as Director in any company without any hindrance.
For Petitioner : Mr.S.Shanmuga Velayutham For Respondents : Mr.K.B.Arul, CGSC O R D E R
This writ petition has been filed challenging the disqualification of the petitioner as Director under Section 164(2)(a) of the Companies Act, 2013 on the ground that she has not submitted her financial statements or annual returns for three financial years consecutively. The petitioner has
challenged the impugned order dated 08.09.2017 passed by the second respondent on the ground that without affording opportunity to the petitioner, the said order has been passed.
2.Mr.K.B.Arul, learned Central Government Standing Counsel for the respondents accepts notice on behalf of the respondents.
3.Heard Mr.S.Shanmuga Velayutham, learned counsel for the petitioner and Mr.K.B.Arul, learned Central Government Standing Counsel for the respondents.
4.It is also contended by the learned counsel for the petitioner that the impugned order has been passed in violation of the provisions of the Companies Act, 2013 and therefore the said order is bad in law.
5.The issue raised in this writ petition was considered by the Hon'ble Division Bench of this Court by its order dated 09.10.2020 in W.A. No.569 & Ors. of 2020 in the case of Meetgelaveetil Kaitheri Muralidharan Versus Union of India & Another and in paragraphs 36 and 38, it has been held as follows :
retain the DIN. In this connection, it is also pertinent to point out that it is not possible to file either the financial statements or the annual returns without a DIN. Consequently, the director of Defaulting Company A, in the above example, would be required to retain the DIN so as to make good the deficiency by filing the respective documents. Thus, apart from the fact that the AQD Rules do not empower the ROC to deactivate the DIN, we find that such deactivation would also be contrary to Section 164(2) read with 167(1) of CA 2013 inasmuch as the person concerned would continue to be a director of the Defaulting Company.
6.The case on hand stands on the same footing. In the instant case, also, no notice was given to the petitioner before disqualifying her as a Director of M/s.CBN Impex Private Limited.
7.For the foregoing reasons, the ratio laid down by the Hon'ble Division Bench of this Court, dated 09.10.2020 in W.A. No.569 & batch applies to the facts of the instant case also.
8.Accordingly, the impugned order dated 08.09.2017 passed by the second respondent disqualifying the petitioner as a Director of M/s.CBN Impex Private Limited under Section 164(2)(a) of the Companies Act, 2013 is hereby set aside in the terms indicated
in the aforesaid judgment and the writ petition is allowed. No costs. Consequently, connected miscellaneous petitions are closed.
Sd/-
Assistant Registrar(CCC)
//True Copy//
Sub Assistant Registrar
pam
To
1.The Secretary,
Union of India,
Ministry of Corporate Affairs,
Shastri Bhawan, Dr.Rajendra Prasad Road,
New Delhi - 110 001.
2.Registrar of Companies,
Tamilnadu, Chennai,
Block No.6, B Wing 2nd Floor,
Shastri Bhawan 26, Haddows Road,
Chennai - 600 034.
W.P.No.33536 of 2018
ak-I[co]
srg 16/03/2021
2 issues framed by the court
Whether the disqualification of the petitioner as a Director under Section 164(2)(a) was legal without an opportunity of being heard.
Whether the ratio of the Division Bench judgment in W.A. No.569 applies to the instant facts.
Colour shows how this judgement treated each authority
Meetgelaveetil Kaitheri Muralidharan Versus Union of India & AnotherApplied¶15
Meetgelaveetil Kaitheri Muralidharan Versus Union of India & Another, W.A. No.569 & Ors. of 2020, dated 09.10.2020
1 provisions across 1 enactments
Mahalakshmi Narayan
Union of India
Registrar of Companies
Abdul Quddose
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
