Kerala High Court
P.A. Hamza vs The Registrar Of Companies on 29 October, 2025
Author: N.Nagaresh
Bench: N.Nagaresh
2025:KER:80660
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR.JUSTICE N.NAGARESH
WEDNESDAY, THE 29TH DAY OF OCTOBER 2025/7TH KARTHIKA, 1947
WP(C) NO. 9354 OF 2025
PETITIONER:
P.A. HAMZA
AGED 66 YEARS
RESIDING AT EDEN VILLA,
KOTTARAM COLONY LANE-3, KOTTARAM ROAD,
EAST NADAKKAV, KOZHIKODE, PIN - 673006
BY ADVS.
SMT.K.LATHA
SRI.JOMTON F. PAYANKAN
SMT.GAYATHRI NARENDRANATH
RESPONDENTS:
1 THE REGISTRAR OF COMPANIES
ERNAKULAM, COMPANY LAW BHAWAN, BMC ROAD,
THRIKKAKARA, KOCHI, PIN - 682021
2 SECRETARY
THE MINISTRY OF COMPANY AFFAIRS, A-WING,
SHASTRI BHAWAN, RAJENDRA PRASAD ROAD,
NEW DELHI, PIN - 110001
3 N N KRISHNAN
COMPANY SECRETARY OF INDUS MOTOR CO. PVT LTD
REGISTERED OFFICE: POST BOX NO 923,
INDUS HOUSE, CHAKKORATHKULAM KERALA,
PIN - 673005
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W.P.(C) Nos.9354 & 19181 of 2025
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4 MANAGING DIRECTOR
THE BOARD OF DIRECTORS OF INDUS MOTOR CO. PVT LTD,
CORPORATE OFFICE: INDUS MOTORS
OPP COCHIN SHIPYARD, M.G ROAD,
THEVARA, ERNAKULAM, KERALA, PIN - 682015
BY ADVS.
SRI.R.V.SREEJITH, SCGC
SRI.AKHIL SURESH
THIS WRIT PETITION (CIVIL) HAVING COME UP FOR
ADMISSION ON 10.09.2025, ALONG WITH WP(C).19181/2025, THE
COURT ON 29.10.2025 DELIVERED THE FOLLOWING:
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W.P.(C) Nos.9354 & 19181 of 2025
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IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR.JUSTICE N.NAGARESH
WEDNESDAY, THE 29TH DAY OF OCTOBER 2025 / 7TH KARTHIKA, 1947
WP(C) NO. 19181 OF 2025
PETITIONER:
MR. P.A. HAMZA
AGED 66 YEARS
RESIDING AT EDEN VILLA,
KOTTARAM COLONY LANE- 3, KOTTARAM ROAD,
EAST NADAKKAVU, KOZHIKODE, PIN - 673006
BY ADVS.
SMT.K.LATHA
SRI.JOMTON F. PAYANKAN
SMT.GAYATHRI NARENDRANATH
RESPONDENTS:
1 THE REGISTRAR OF COMPANIES
ERNAKULAM, COMPANY LAW BHAWAN, BMC ROAD,
THRIKKAKARA, KOCHI, PIN - 682021
2 THE MINISTRY OF COMPANY AFFAIRS
A-WING, SHASTRI BHAWAN,
RAJENDRA PRASAD ROAD,
NEW DELHI REPRESENTED BY ITS SECRETARY.,
PIN - 110001
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W.P.(C) Nos.9354 & 19181 of 2025
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3 MR. N N KRISHNAN
COMPANY SECRETARY OF INDUS MOTOR CO. PVT LTD
REGISTERED OFFICE: POST BOX NO 923,
INDUS HOUSE, CHAKKORATHKULAM,
KOZHIKODE DISTRICT, KERALA, PIN - 673005
4 THE BOARD OF DIRECTORS OF INDUS MOTOR CO. PVT LTD
CORPORATE OFFICE: INDUS MOTORS
OPP COCHIN SHIPYARD, M.G ROAD,
THEVARA, ERNAKULAM, KERALA,
REPRESENTED BY ITS MANAGING DIRECTOR.,
PIN - 682015
5 THE BOARD OF DIRECTORS OF INDUSGO MOBILITY AND
TECHNOLOGY (INDIA)
PRIVATE LIMITED IS DOOR NO. 61/1378
OPPOSITE COCHIN SHIPYARD M.G ROAD,
THEVERA, ERNAKULAM DISTRICT, PIN - 682015
6 DIRECTOR GENERAL OF INSPECTION AND INVESTIGATION
MINISTRY OF COMPANY AFFAIRS, 5TH FLOOR, A-WING,
SHASTRI BHAWAN, NEW DELHI, PIN - 110001
BY ADVS.
SRI.B.PRAMOD, SENIOR PANEL COUNSEL
SRI.AKHIL SURESH
SMT.KALLIYANI KRISHNA B.
SRI.AMRITH M.J.
SRI.RAHUL T.
THIS WRIT PETITION (CIVIL) HAVING BEEN FINALLY HEARD
ON 10.09.2025, ALONG WITH WP(C).9354/2025, THE COURT ON
29.10.2025 DELIVERED THE FOLLOWING:
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W.P.(C) Nos.9354 & 19181 of 2025
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N. NAGARESH, J.
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W.P.(C) Nos.9354 and 19181 of 2025
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Dated this the 29th day of October, 2025
JUDGMENT
~~~~~~~~~
In W.P.(C) No.9354/2025, the petitioner seeks
to direct the 1st respondent-Registrar of Companies to take
immediate necessary action as provided under law based on
the complaints filed by the petitioner. By way of interim
measure, the petitioner seeks to stay Ext.P9 notice of
extraordinary general meeting till the disposal of the writ
petition.
2. W.P.(C) No.19181/2025 has been filed by the
same petitioner seeking to quash Ext.P1 and to direct the 1st
respondent-Registrar of Companies not to proceed further with
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W.P.(C) Nos.9354 & 19181 of 2025
Ext.P1 mandate of striking of procedure of the 5th respondent-
Company.
3. The petitioner states that he is a share holder
of Indus Motors Company Private Limited. Mr. P. V. Abdul
Wahab is illegally occupying the position of Managing Director
of the Company, contends the petitioner. The said P. V. Abdul
Wahab is disqualified for holding the position of Managing
Director with effect from 01.07.2020 upon attaining the age of
70 years. However, his appointment is being extended without
officially recording his disqualification.
4. The petitioner states that Mr. Afdhel Abdul
Wahab and Mr. Ajmal Abdul Wahab are also disqualified as
they have failed to file the Company's annual returns for three
consecutive financial years. Though the petitioner filed
complaints in this regard, no action was taken.
5. The petitioner states that the 1st respondent-
Registrar is trying to allow the 5th respondent-Board of Directors
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W.P.(C) Nos.9354 & 19181 of 2025
of IndusGo Mobility and Technology (India) Private Limited to
strike off the IndusGo Company. It is a subsidiary company of
Indus Motors Company Private Limited. Ext.P1 would indicate
that the Company is under the process of striking off. In fact,
Mr. Afdhel Abudl Wahab and Mr. Ajmal Abdul Wahab have
backdated their designation and fraudulently done manipulation
of various documents. Clandestinely, two other persons who
are associates of the Directors in their family business concern
were shown as Directors. According to the petitioner, additional
Directors can be appointed only by the Board of the IndusGo
Mobility and Technology (India) Private Limited and they can
hold the post of Directors only till the next AGM.
6. The additional Directors were appointed and
on the same day, the other two regular Directors resigned. At
the next AGM of IndusGo, the shareholders would have
appointed the Directors. The shareholder, Indus Motors
Company Private Limited, was not represented in the meeting.
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W.P.(C) Nos.9354 & 19181 of 2025
The shareholders were not aware of any nomination passed by
the Board of Indus Motors Private Limited.
7. The petitioner states that to strike off a
Company and close it down, an application has to be submitted
to the Registrar of Companies obtaining shareholder consent
and ensuring clearance of all liabilities. In this case, this Court
should call for the entire records. A Board meeting was not
convened for striking off the Company. Therefore, Ext.P1
mandate of striking off procedure of the 5th respondent-
Company is liable to be set aside.
8. I have heard the learned counsel for the
petitioner and the learned Senior Panel Counsel representing
the Government of India. I have also heard the learned counsel
appearing for respondents 3 and 4.
9. The petitioner is seeking to quash Ext.p1
mandate dated 16.05.2025 in respect of the IndusGo Mobility
and Technology (India) Private Limited. The contention of the
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W.P.(C) Nos.9354 & 19181 of 2025
petitioner is that the Indus Motors Company Private Limited is a
shareholder of the said IndusGo Mobility and Technology (India)
Private Limited and the shareholder was not informed about the
proposal to strike off the Company. The petitioner also points
out certain other legal infirmities.
10. The petitioner is not a shareholder of IndusGo
Mobility and Technology (India) Private Limited. Therefore, the
petitioner cannot raise a legal grievance regarding the
proceedings for striking off the said Company. In the facts of
the case, a writ petition is not maintainable for the said purpose
at the instance of the petitioner.
In the afore facts of the case, the writ petitions
are dismissed.
Sd/-
N. NAGARESH, JUDGE
aks/27.10.2025
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W.P.(C) Nos.9354 & 19181 of 2025
APPENDIX OF WP(C) 9354/2025
PETITIONER'S EXHIBITS
Exhibit P1 THE TRUE COPY OF THE COMPLAINT DATED
12-11-2024 FILED BY THE PETITIONER
BEFORE THE FIRST RESPONDENT REGISTRAR
OF COMPANIES, ERNAKULAM
Exhibit P2 THE TRUE COPY OF THE INVESTOR COMPLAINT
FORM (FORM ICP) FILED BY THE PETITIONER
Exhibit P3 THE TRUE COPY OF THE EMAIL DATED 12-11-
2024 SENT FROM ROC, ERNAKULAM TO THE
INDUS MOTOR COMPANY P LTD
Exhibit P4 THE TRUE COPY OF THE EMAIL DATED 14TH
NOVEMBER 2024 SENT BY THE PETITIONER TO
THE CEO AND OTHER DIRECTORS OF OF INDUS
MOTOR COMPANY (P) LTD ALONG WITH
UNDERTAKING
Exhibit P5 THE TRUE COPY OF THE COMPLAINT DATED
25-DEC-2024 FILED BY THE PETITIONER
BEFORE THE FIRST RESPONDENT REGISTRAR
OF COMPANIES, ERNAKULAM
Exhibit P6 THE TRUE COPY OF THE NOTICE NO. ROC
(K)/COMPL./ INDUS MOTOR/156/2025 DATED
21-01-2025 ISSUED BY THE FIRST
RESPONDENT TO M/S INDUS MOTOR COMPANY
(P) LTD
Exhibit P7 HE TRUE COPY OF THE COMPANY INFORMATION
IN THE MINISTRY OF CORPORATE AFFAIRS
DATED 23-10-2024
Exhibit P7A THE TRUE COPY OF THE COMPANY
INFORMATION IN THE MINISTRY OF
CORPORATE AFFAIRS DATED 29-10-2024
Exhibit P7B THE TRUE COPY OF THE COMPANY
INFORMATION IN THE MINISTRY OF
CORPORATE AFFAIRS DATED 11-11-2024
Exhibit P7C THE TRUE COPY OF THE COMPANY
INFORMATION IN THE MINISTRY OF
CORPORATE AFFAIRS DATED 14-11-24
Exhibit P8 THE TRUE COPY OF THE COMPANY
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W.P.(C) Nos.9354 & 19181 of 2025
INFORMATION IN THE MINISTRY OF
CORPORATE AFFAIRS DATED 26-02-25
Exhibit P9 THE TRUE COPY OF THE EXTRA ORDINARY
GENERAL MEETING NOTICE DATED 12-02-2025
ISSUED BY THE DIRECTOR OF INDUS MOTOR
COMPANY (P) LTD
Exhibit P10 THE TRUE COPY THE LETTER DATED 27TH DAY
OF FEBRUARY 2025 SENT BY THE
PETITIONER'S ADVOCATE TO THE FIRST
RESPONDENT ALONG WITH THE POSTAL
ACKNOWLEDGMENTS
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W.P.(C) Nos.9354 & 19181 of 2025
APPENDIX OF WP(C) 19181/2025
PETITIONER'S EXHIBITS
Exhibit P1 TRUE COPY OF THE MASTER DATA OF INDUSGO
MOBILITY AND TECHNOLOGY (INDIA) PRIVATE
LIMITED DATED 16TH MAY 2025 SHOWING THE
POSITION AS IT IS UNDER PROCESS OF
STRIKING OFF
Exhibit P2 TRUE COPY OF THE COMPANY INFORMATION IN
THE MINISTRY OF CORPORATE AFFAIRS DATED
23-10-2024
Exhibit P2A TRUE COPY OF THE COMPANY INFORMATION IN
THE MINISTRY OF CORPORATE AFFAIRS DATED
29-10-2024
Exhibit P2B TRUE COPY OF THE COMPANY INFORMATION IN
THE MINISTRY OF CORPORATE AFFAIRS DATED
11-11-2024
Exhibit P2C TRUE COPY OF THE COMPANY INFORMATION IN
THE MINISTRY OF CORPORATE AFFAIRS DATED
14-11-24
Exhibit P3 TRUE COPY OF THE COMPANY INFORMATION IN
THE MINISTRY OF CORPORATE AFFAIRS DATED
26-02-25
