Delhi High Court
Bhavneesh Saigal And Anr vs Union Of India And Anr. on 23 March, 2018
$~27
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ W.P.(C) 11396/2017 and CM No.46513/2017
% Date of decision : 23rd March, 2018
BHAVNEESH SAIGAL AND ANR ..... Petitioners
Through : Mr. Sanjeet Trivedi and
Mr. Naman Saraswat, Advs.
versus
UNION OF INDIA AND ANR. .....Respondents
Through : Ms. Maninder Acharya, ASG
with Mr. Rajesh Kumar, Adv.
CORAM:
HON'BLE THE ACTING CHIEF JUSTICE
HON'BLE MR. JUSTICE C.HARI SHANKAR
JUDGMENT (ORAL)
GITA MITTAL, ACTING CHIEF JUSTICE
1. The petitioners in this case were appointed as Additional
Directors of the company being Mode Infotech Pvt. Ltd. on 5 th
January, 2008 for a fixed tenure. As such, these petitioners could have
continued as Directors only till the next Annual General Meeting of
the company. The writ petition has stated that the Annual General
Meeting, after the petitioners' appointment, was to be held on 30 th
September, 2008. As such the petitioners ceased to be the Directors of
the company by operation of law.
2. It has additionally been stated in the writ petition that the
petitioners had also submitted formal resignation to the Board of
Directors of the Company. However, the returns which were required
to be filed by the company to this effect were not filed. As such the
petitioners continued to be shown as Directors of the company in its
records.
3. The writ petition has been instituted in view of the notices dated
6th September, 2017 and 12th September, 2017 issued under Section
164(2)(a) of the Companies Act, 2013 by the respondents
disqualifying the petitioner as Director in the company for the reason
that there was a default in submitting returns with regard to the affairs
of the said Company, which were statutorily required to be filed with
the Registrar of Companies for a continuous period of three financial
years.
4. The writ petition inter alia seeks quashing of the said notices
dated 6th September, 2017 and 12th September, 2017.
5. At the time of issuance of notices in this writ petition, we had
granted interim stay of the impugned notices. As a result the DIN
numbers of the petitioners were restored.
6. Inasmuch as Form 32 was not received by the Registrar of
Companies, the respondents are unable to make any submissions with
regard to the resignations, stated to have been submitted by the
petitioners. However, inasmuch as the petitioners were the Additional
Directors of the company, the cessation of their appointment by
operation of law cannot be disputed.
7. In this background, the petitioners had ceased to be the
Directors of the company, as stated by them, on 30 th September, 2008
and could not have been penalized for the failure of the company to
effect statutory compliances.
8. In view of the above, it is directed as follows :
(i) The respondents shall forthwith take steps for removal of the
petitioner's name from the list of disqualified directors.
(ii) The orders to this effect would be posted on the website and
shall also be communicated to the petitioner within two weeks from
today.
(iii) It is clarified that this would not preclude the Registrar of
Companies from passing a fresh order disqualifying the petitioner, if
any material is found or produced before the ROC to indicate that the
petitioner's statement that the petitioner had never consented to act as
a Director of the Company, is false, or any material is produced which
establishes that the petitioner had acted as a Director of the Company
in any manner.
9. This writ petition is allowed in the above terms.
10. Dasti.
ACTING CHIEF JUSTICE
C.HARI SHANKAR, J
MARCH 23, 2018
aj
