Heard Mr. H. Karthik Seshadri, learned counsel for the petitioners and A. Kumaraguru, learned Senior Central Government Panel Counsel for the respondent.

2. The petitioner has approached this Court, seeking the following relief:-

“To issue a Writ of Mandamus, directing the respondent to forward the Application dated 16.07.2010 filed by the petitioners for compound of offences under Sections 621 A of the Companies Act, 1956 to the Company Law Board, Chennai Bench at 3rd Floor, UTI Building, Rajaji Salai, Chennai-600 001 after making comments, if any, or the Application forthwith.”

3. The petitioners were former Directors of a Company called Denmur Fax Roll Limited with Registration No.181-3744 at Pollachi Road, Nalaatipalayam, Tamaraikulam 642 109, State of Tamilnadu. The Company was ordered to be wound up in C.P.No.8 of 2011 by the Company Court on 20.11.2002. When the winding up petition was taken up by the Company Court, two persons viz., Mr. P.K. Goel and Smt. Vandhana Goel, had submitted Share Certificates along with duly executed Transfer Deeds for transfer of shares to the Company. Since the shares were not transferred in accordance with law, a complaint was made to the respondent by the said persons. On the basis of the complaint, a criminal case was registered before the Judicial Magistrate Court-I, Pollachi, by the respondent against the company and the petitioners herein for violating of Section 113(1) of Companies Act, 1956.

4. In the mean while, after the winding up was ordered on 20.11.2002, the entire affairs of the Company were vested with the Official Liquidator, High Court of Madras. In respect of the criminal complaint lodged against the petitioners, they sought to compound the offences under Section 621 A of the Companies Act, 1956. According to the petitioners, the records maintained by the Registrar of Companies had been fully computerized and any application for compounding of the offence has to be done through e-filing only. However, they could not make an application by way of e-filing in view of the server failure to recognize the existence of their company.

5. In the above circumstances, the petitioners wanted to have certain clarification from the respondent as to whether an application for compounding the offences could be made manually. At this, the respondent by letter dated 21.10.2009, informed the petitioner's counsel that the Company had been declared as a Vanishing Company and the prosecution has been launched against the signatories of the prospectus under Sections 63, 68, 628 of Companies Act, 1956.

6. In the circumstances of the case, all the petitioners were directed to take permission of the Company Court under Section 446 of Companies Act, 1956. In response to that, the petitioner wrote a letter dated 17.12.2009 that under Section 621 A of Companies Act, any person in default could make an application to the Company Law Board and that it was the statutory duty of the respondent to forward the application to the Company Law Board when on receipt of the application for Compounding of offences and that the provisions of Section 446 would be applicable only in respect of the Company and not in respect of the petitioners who were the Directors and who have been prosecuted in their individual capacity.

7. In these circumstances, the petitioners submitted an application for Compounding of offences, vide letter, dated 16.07.2010 under Section 621 A of the Companies Act, requesting the respondent to forward the application to Company Law Board. However, the respondent refused to forward their application for compounding of offences, vide letter dated 20.08.2010, advising the petitioners to approach the Company Court for appropriate orders for further action in the matter. According to the said communication, the Directors ought to have got the permission of the Company Court for getting the transfer of shares effected, the offence need not be compounded. In the light of the communication, refusin