The High Court · 2025

Petition Under Article 226 of the constitution of lndia praying that in the circumstances stated in the affidavit filed therewith, the High court may be pleased to issue an order or direction more particularly one in the nature of wRlT oFIVIANDAMUSdeclaringtheactionoftheRespondentNo.3notperforminghis duties under section 398(f) of Companies Act 2013 and rejecting the application made by the Petitioner company vide Form No.DlR-12 G.A.R.7 receipt, Dated. 28.12.2024, sRN. A82286943, Bharatkosh order lD.1-16183400392, seeking to update the changes in the Board of Directors of the company in the records and on the IVlinistry of corporate Affairs website in compliance of Section 170(2) of the companies Act 20'13 in spite of the written representatiorr dated 0g.01.2025 as being illegal arbitrary unjust and unco n stitutiona l. I.A.NO:1 o F 2025 Petition Under Section 'l 51 cPC praying that in the circumstances stated in the affidavit fired in support of the petition, the High courl may be preased to direct the Respondent No 3 forthwith to accept the form DIR 12 uproaded by the Petitioner company and update as per section 3g'(f) of cornpanies Act 2013 the changes in the Board of Directors in the petitioner company in the records and in the Ministry of corporate Affairs website and pending dispc,sar of the above writ petition. Counsel for the petitioner: SRI ARUVA RAGHURAM MAHA,DEV counsel for the Respondents : SRr v.T.KALYAN (sc FoR cENTRAL Govr) The Court made the following ORDER i I 1 I I I lI i t: '! THE HON'BLE SRI JUSTICE NAGESH BHEEMAPAKA WRIT PETITION No.229L3 0F 2025 ORDER: This Writ Petition is filed to declare the action of respondent No.3 in not performing his duties under section 39S(f) of the Companies Act, 2013 and rejecting the application made by the petitioner-Company uide Form No DIR-12 G A'R'7 receipt, D ated' 28. 12.2024, SRN:A822a6943' Bharatkosh order ID:1-161834OO3g2, seeking to update the chalges in the Board of Directors of the Company in the records and on the Ministry of Corporate Affairs website in compliance of Section 17 O(21 of the Companies Act, 2O13 in spite of the written representation dated Og.Ol.2O25 as being illegal, arbitrary' unjust and unconstitutional.

2. Heard Sri A. Raghuram Mahadev, learned counsel for petitioner and Sri V.T. Kalyan, learned Standing Counsel for the Central Government, for the respondents' Perused the record' .) When the matter is taken up, learned counsel for both the parties jointly submitted that the issue raised in this Writ ;i l I I t It9L HI t i Petition is squarely covered by the order daLted 16.06 .2022 passed by this Court in W.p.No.2g19Z of 2Ol\) and therefore, the same order rnsy be passed in this writ petition as welr. The operative portion of the sajd order reads as unde.r: .,:'i,f ,,9. Considering the submission of the learned counsel for the petitioner ald the learned Additional Solicitor General of India, this court is of the opinion that mere pendency of such complaints shall noi be a ground to hold the processing/ acceptance of Form ntn_iZ ntea ty the petitioner for cessation of directorship of 3rd respondent and _the inaction on the part of the -_,hholdi.rg Rl/Registrar of Compalies by processing/ accepting the DIR- 12 was arbitrrrry ald unreasonable. Due to the inaction on the part ot the 1st respondent, the petitioner company *." gi".., ACTIVtr Non Complialce status for no fault of the"m te,ading to imposition of huge penalties a:_rd crippling aii;curti.s. lO. The non registration-of cessation of directorship of 3rd. responden, o, :1{ of Form DrR- it;;;; F:esisrrar of the Compalies was in _contraventio., oitt. pr,:visions 3' dli*,i; T#? fl"L?3 : i i" s;.fl: "ff relating to filing provisions "a-,h. iro'.r*.,rt" i., etectronic form with the Regi;tra_r "i tir. Ciiprrri.". rt ..399. prorrisions relating to filing ef applications, docume n ts, i""p"..tior., -utT, i o etectronic forrn._ ( t ) wotwitn Jtanffi ' ...ra "i,f f,in g to the conrrary contained ,n tni"--a.i] \\,ithout prejudic. to tt. p.oui"io""'.-r",._"a m section 6 of the tnformatior., f.cn.roto!,.- a.r, 2OOo (21 of 2OOO),.the c.,,t."t Co*..rirll?t ,.,..r make rules so -"v b. p.."..ib?: ,T ff.t:it"tiiT,:"ch date a'; _ shall register change of registered ofhce, alteration oi a"-oi"oa,i- r,. articles, prospectus, issue ;;;dcatl-., . rrcorporation, register such aoar-".ri- i"rr.. such certificate, record the "oti."-,-."..i". ""r.i, communication registered";;".,X:#1l.J.i.o'.J"."'.,"."1,"1.r11 the case may be, under this a.i-* iir.'Irr." . the Registrar rcads as under: (1) - ; I I , l made thereunder or perform duties or discharge functions or exercise powers under this Act or the rules made thereunder or do any act which is by this Act directed to be performed or discharged or exercised or done by the Registrar in the electronic form in such manner as may be prescribed."

11. A perusal of the above provision would clarify that the Registrar of the Companies is under 'obligation to register the entries envisaged in the aforesaid sub- Section. The word 'shall'used in Section 398 (1)(0 of the Companies Act, 20 13 denotes that, it is mandatory for the Registrar of Companies to register, process and accept such forms. Filing of Form DIR12 was procedural in nature arrd the sarne was done pursuant to appointment or cessation or change in designation of a director. The peLitioner company, through its Board of Directors ald Shareholders was well wrthin its rights to appoint new directors or to confirm the Additional Director as Directors as per the applicable provisions of Companies Act, 2013. The pendency of DIR-12 for cessation of direclorship of R3 in not permitting the petitioner company to file any other DIR-12 was taking away their lawful rights under the prowisions of Companies Act, 20 13. As the sarne was impermissible and the Registrar of Companies cannot withhold the form DIR-12 on account of the disputes between two individuals and the said complaints and petitions were being contested before the appropriate forums having jurisdiction over the subject matter, it is considered Iit to d.ispose of the writ petition direcLing the lst respondent i.e., Registrar of Companies to consider the Form DIR-12 submitted by the petitioner company, if it is in accordance with law.

12. In the result, the writ petition is disposed of with the abor.e direction. No order as to costs. Miscellaneous Petitions pending, if any, shall stand closed.

4. In terms of the order passed by this Court in W.P.No.28197 of 2019, dated 16.06.2022, t}:Lis Writ Petition is disposed of directing respondent No.3 i.e., the Registrar of Companies to consider the Form DIR-12 submitted by the I I I petitioner-company, if it is in accordance with raw. There shall be no order as to costs. Miscellaneous petitions, if any, pending in this Writ Petition, shall stand closed. //TRUE COPY// SD/- MOHD. ISMAIL DEPUTY REGISTRAR SEC OFFICER 1 2 3

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6. The Secretary, Union of India, Ministry of Corporate Affairs, Jeevandeep Building 3rd Floor Sansad tVarg parliSment Sireet, trtew Oetni The Regional Director, l\/inistry-of corporate Affairs, south East region, 3rd loor, Corporate Bhawan, Bancliqguda, Nagote, f Jttiin naram VittagE,-Hiyai Naga r Mandal, Ranga Reddy District, ttydirabaO-SOO O-OS, fetan{ana.-' -' The.Registrar,- .9egistrar of companies 2nd Froor, corporate Bhalwan, GSr Post, Nagole, Bandlaguda, Hyderabad_50006g, Telan jlna one CC to SRt ARUVA RAql^uf4ryrl/AHADEV, AJvacate [opUC] One CC to SRI V T.KALYAN (SC FOR CENTRAL COWI A.i"ocat"'1OeUC] Two CD Copies To \ SA ) ':r.. Ja. ,11 -,--.:::::-\- i:...:i;d, --'i'-- I ; o9 sEP \',1 \r. -:-i, \n,. \: M HIGH COURT DATED:0210912025 ORDER WP.No.22913 of 2025 DISPOSING OF THE W.P WITHOUT COSTS. 1t1lzK