Ravi C Raheja vs Union Of India
2022 Latest Caselaw 11589 Kant

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 IN THE HIGH COURT OF KARNATAKA, BENGALURU

  DATED THIS THE 6TH DAY OF SEPTEMBER, 2022

                       BEFORE

    THE HON'BLE MR. JUSTICE KRISHNA S.DIXIT

        REVIEW PETITION NO.529 OF 2019

BETWEEN:

1. RAVI C. RAHEJA,
   REHEJA HOUSE,
   53A, APLI HILL,
   BANDRA WEST,
   MUMBAI-400 050.

2. NEEL C. RAHEJA,
   RAHEJA HOUSE,
   53A, PALI HILL,
   BANDRA WEST,
   MUMBAI - 400 050.

(BOTH PETITIONERS REPRESENTED
BY POWER OF ATTORNEY HOLDER
MR. MOHAN ALMAL)
                                         ...PETITIONERS
(BY SRI.UDAYA HOLLA, SENIOR COUNSEL A/W
    SRI. JAYAKRISHNA T S, SRI. PRANAYA GOYAL &
   MISS. APOORVA KAUSHIK, ADVOCATE)

AND:

1. UNION OF INDIA,
   THROUGH MINISTRY OF
   CORPORATE AFFAIRS,
   HAVING ITS OFFICE AT
   A WING, SHASTRI BHAVAN,
   RAJENDRA PRASAD ROAD,
   NEW DELHI-110 001.
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2. REGISTRAR OF COMPANIES
   BANGALORE HAVING ITS OFFICE AT
   E WING, 2ND FLOOR, KENDRIYA SADAN,
   KORAMANGALA,
   BANGALORE-560 034.
                                         ... RESPONDENTS

(BY SMT. ANUPAMA HEGDE, ADVOCATE FOR R1 & R2)

     THIS REVIEW PETITION IS UNDER ORDER 47 RULE 1
OF CPC, PRAYING TO REVIEW THE FINAL JUDGMENT DATED
12.06.2019 PASSED BY THIS HON'BLE COURT IN THE WP
NOS.25683-684/2018 AND GIVE NECESSARY DIRECTIONS TO
THE RESPONDENTS TO REMOVE THE NAMES OF THE
PETITIONERS AS DIRECTORS OF KRHEPL IN THE RECORDS
MAINTAINED WITH THE RESPONDENTS, INCLUDING ON THE
OFFICIAL WEBSITE/PORTAL OF RESPONDENT NO.1/MCA.

     THIS REVIEW PETITION COMING ON FOR ADMISSION
THIS DAY, THE COURT MADE THE FOLLOWING:-

                        ORDER

This petition seeks a limited review of the judgment

rendered by a Co-ordinate Bench of this Court in W.P No.

25683-684/2018 and connected matters disposed off on

12.06.2019 inasmuch as, their prayer (c) made in the

Writ Petition has not in so many words been treated,

despite petitioners arguable entitlement thereto. The

said prayer reads as under:

"c) direct the Respondents to remove the names of the Petitioners as directors from the records of the Company maintained with

the Respondents, including on the official website of Respondent No.1."

2. After service of notice, the respondents having

entered appearance through the learned CGC oppose the

review petition contending: It is not a fit case for

exercise of review jurisdiction in terms of Order XLVII

Rules 1 & 2 of CPC, 1908 as adopted by Rule 39 of Writ

Proceedings Rules, 1977; petitioners can avail the

remedy of appeal in matters like this; the company from

which petitioners seek to have resigned, being a

necessary party, no relief as claimed now in review

petition or in the writ petition can be granted; resignation

to take effect, has to undergo certain formalities such as

filing of Form 32 and that having not happened, the

prayer of the petitioners is not maintainable. So

contending she seeks dismissal of the review petition.

3. Having heard learned counsel appearing for

the parties and having perused the petition papers, this

Court is inclined to grant indulgence in the matter as

under and for the following reasons:

(a) The contention advanced on behalf of the

respondents that the review petition is not well

conceived, appeal being the right remedy, is difficult to

agree with. Reasons are not far to seek: firstly,

petitioner had made a specific prayer which is already

reproduced above and therefore the same ought to have

been treated by the learned Co-ordinate Judge. At

times prayers in the individual petitions suffer

inadvertence at the hands of adjudicators when several

cases pooled together are heard & decided by a common

judgment. Secondly, the judgment put in review itself

supports case of the petitioners for grant of the relief in

question and therefore there was nothing appealable at

the hands of the review petitioners. Writ Courts even

whilst in review jurisdiction cannot deny relief to the

deserving litigants by quoting theories of law or some

procedural provisions. Added, Order XLVII Rule 1 which

is adopted by Rule 39 of the Writ Proceedings Rules,

1977 itself enables the court to review the judgment 'for

any other sufficient reason'. Where a specific prayer is

made and the same has gone unconsidered in the

judgment put in review that constitutes a 'sufficient

reason for interference' in review jurisdiction. No one

comes to court happily; for many court is not a happy

place to visit; more often than not, it is the aggrieved

persons who invoke judicial remedies, with no joy in

heart; it is the duty of courts to make all endeavors to

render justice to the parties before it, of course in

accordance with law; otherwise the public faith in the

judicial process weakens, and the aggrieved persons

start looking for extra judicial redressal.

(b) The substantive relief has been accorded to

the petitioners & others vide judgment now in review, is

not in dispute. Petitioners had submitted their

resignation letter much before 01.04.2014 when the

Amendment Act was not in the statute book, also cannot

be disputed. In fact, their resignation letters both dated

17.02.2014 are at Annexures-F & F2 and that there is an

endorsement dated 24.02.2014 issued by the

respondent-ROC at Annexure-G which mentions about

the internal dispute between the Directors inter se. It is

not the case of respondents that no such resignation

letters were sent to the company in question.

(c) The above having been said, the question

now arises as to whether the resignation would take

effect unilaterally or it needs acceptance and

communication thereof by the company. This question is

no longer res integra in view of a Co-ordinate Bench

decision in M/S. MOTEHR CARE (INDIA) LIMITED (IN

LIQUIDATION), REP. BY THE OFFICIAL LIQUIDATOR,

BANGALORE VS. PROF. RAMAWAMY P. AIYAR, ILR 2004

KAR 1081. The observations in paragraphs 6 & 12

therein lend support to the argument of petitioners that

the resignation for being effective does not need

acceptance nor the filing of Form 32 with the ROC.

(d) The vehement contention of learned CGC

that resignation or retirement of a Director of any

company is a serious matter and therefore the

compliance with the formal requirement cannot be

dispensed with, may be arguably true, as a general

principle. However, the requirement of law having been

discussed & delineated by the Co-ordinate Bench in the

decision supra, the same does not come to rescue of the

respondents, as rightly submitted by counsel for the

petitioners. The submission made on behalf of

petitioners also gains support by decisions of other High

Courts and of the Apex Court vide INSTITUTE OF

CHARTERED ACCOUNTANTS OF INDIA vs. C.A.SATISH

KUMAR GUPTA, 2017 SCC online Allahabad 3027; OM

PRAKASH SURI vs. REGISTRAR OF COMPANIES, 2013

SCC online Megh 113 and MOTI RAM vs. PARAM DEV &

ANOTHER, (1993) 2 SCC 725. No provision of the

Companies Act in the Pre-Amendment regime, is brought

to notice of the court to support the contention of CGC

that resignation to take effect, should have been

accepted and Form 32 ought to have been filed with the

ROC.

(e) The above contention is broadly structured in

the light of amendment, w.e.f. 01.04.2014 which is not

retrospective in operation and therefore cannot be much

banked upon. There is another reason also to repel this

contention: The respondents have specifically stated in

their communication dated 24.02.2014 at Annexure-G

that the papers would not be processed in the absence of

court orders. Therefore no purpose would have been

served even if Form 32 was submitted by the petitioners

to the ROC. An argument to the contrary if accepted

would render the procedure a futile exercise which the

law shuns. The said communication has the following

text:

"You are required to settle the matter amicably or get an order/interim order from a Court or Tribunal of competent jurisdiction. Till such dispute is settled, the documents filed by the company and by the contesting group of Directors will not be approved/registered/recorded and thus will not be available in the Registry for public viewing".

(f) The contention of the CGC that in the absence

of company being arrayed as a party, no relief could

have been granted in terms of prayer (c) in the writ

petition, is bit difficult to countenance. Such a

contention cannot be permitted to be taken up without

the pleadings to that effect. Even otherwise, non-

impleadment of the company would pale into

insignificance, there being no legal requirement of

acceptance of the resignation and further there being

reasonable material on record that prima facie shows the

factum of resignation. If there were to be legal

requirement of acceptance, perhaps other considerations

would have fared, is beside the point. Added, the

absence of the company in question as a party eo

nominee is not treated as a ground by the learned Co-

ordinate Judge for not treating the prayer in question,

which otherwise merits grant.

(g) The last contention of learned CGC that the

amendment has brought a new legal regime and the

tenure of the petitioners as Directors having been

determined, more particularly in the light of the

judgment now put in review, the indulgence of Review

Court is uncalled for, cannot be accepted. The

petitioners having resigned much before 01.04.2014, the

new legal regime would not come in the way of the

status of the petitioners as being the Ex-Directors of the

company, needs to be placed on record and consequent

benefits accruing by such altered status have to be

accorded to them. The Directorship has been determined

by operation of law, has nothing to do with petitioners

shedding their status as Directors by resorting to the

mode of resignation. If they had ceased to be Directors

by virtue of resignation, there was no tenure of their

Directorship for being determined by operation of law, as

rightly contended by Mr.Udaya Holla, learned Sr.

Advocate.

In the above circumstances, this review petition

succeeds in part; petitioners prayer (c) as made in the

writ petition having been granted, the respondents are

directed to treat them as having resigned w.e.f. the date

ie., 17.02.2014 as reflected in the subject resignation

letters. The respondents are directed to make necessary

entries/corrections in all their records & registers,

forthwith.

Sd/-

JUDGE

Bsv