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2022 Supreme(Online)(KER) 66151
HIGH COURT OF KERALA
P. G. Ajithkumar, J
S.CHANDRASENAN – Appellant
Versus
STATE OF KERALA – Respondent
WP(C) 10338/2021
D.ANIL KUMAR, A.N.RAJAN BABU
Directors must comply with statutory requirements, including filing financial statements and obtaining DIN, to avoid disqualification under the Companies Act.
Headnote:(A) Companies Act, 2013 - Sections 152(3), 156, 157(1) and (2) - Writ petition for mandamus - Petitioner seeks direction for consideration of representation regarding disqualification of directors due to non-filing of financial statements and absence of Director Identification Numbers (DIN) - Court directs the 2nd respondent to consider the grievance regarding DIN and pass appropriate orders within one month. (Paras 2, 4, 5, 6)
(B) Right to Information Act - Petitioner obtained information regarding non-compliance of statutory requirements by directors of SNDP Yogam - The court acknowledges the need for compliance with statutory obligations for directors. (Paras 2, 4)
Facts of the case:
The petitioner, a member of SNDP Yogam, alleges that the directors have not filed necessary financial statements and lack DIN, thus violating the Companies Act. The petitioner seeks a writ to compel the 2nd respondent to act on this grievance. (Paras 2, 4)
Findings of Court:
The court finds merit in the petitioner's claim regarding the lack of DIN and directs the 2nd respondent to consider this issue expeditiously. (Paras 5, 6)
Issues: The main issue is whether the directors of SNDP Yogam are disqualified due to non-filing of DIN and financial statements as required by the Companies Act. (Paras 4, 5)
Ratio Decidendi: The court emphasizes the importance of compliance with statutory requirements for directors and mandates the 2nd respondent to address the petitioner's concerns regarding DIN. (Paras 5, 6)
Result: Writ petition disposed of with directions to the 2nd respondent.
JUDGMENT
The above writ petition is filed with following prayers :
(i) “Issue a writ in the nature of mandamus or any other appropriate writ order or direction, directing the 2 nd respondent to consider and pass orders on Exhibit P3 representation made by the petitioner forthwith and till a decision is taken thereon not to hold election for the office bearers of the SNDP Yogam.
(ii) To pass such other orders as this Hon'ble Court may deem fit and proper.”
2. The petitioner is a member of SNDP Yogam. SNDP Yogam is a company registered under Indian Companies Act , 1882. It is the case of the petitioner that by virtue of the new , financial statements and annual return must be submitted by the Company in time. Non-submission of these details will disqualify Directors to occupy that position. It is also the case of the petitioner that the Directors of the Company must also have the DIN (Director Identification Number) allotted by the Registrar. It is the case of the petitioner that those individuals who do not have DIN cannot occupy Director's position. The financial returns submitted should also contain DIN, is the case of the petitioner. It is the specific case of the petitioner that in the case of SNDP Yogam, there have been no submission of financial statements and annual returns about several years and the Directors also do not possess DIN. It is the case of the petitioner that he obtained these particulars under the Right to Information Act. The petitioner submitted Ext.P3 representation to the 2 nd respondent narrating this grievance. The grievance of the petitioner is that the 2 nd respondent is not considering the same and on the other hand, the Directors of SNDP Yogam are continuing and they are taking steps to conduct election to office-bearers of SNDP Yogam. Hence, this writ petition is filed.
3. Heard Sri.D.Anilkumar, learned counsel counsel for the petitioner and Sri.A.N.Rajan Babu, learned counsel for respondent Nos. 3 and 4. I also heard the learned Government Pleader for 1 st and 2 nd respondents.
4. The prayer in the writ petition is only to issue a direction to the 2 nd respondent to consider Ext.P3. I perused Ext.P3. In Ext.P3, there are two grounds raised for disqualification in paragraph 9, which are extracted hereunder :
“1) Respondents 2 to 201 are not filed Directors Identification Number (DIN) till now and so these respondents violate section 152(3)156 and 157 (1) and (2) of Companies Act .
2) Respondents 2 to 225 defaulted in filing annual returns and annual statements of the from the 1 st respondent Company from 2014 onwards.”
5. As far as the 2 nd ground is concerned, this Court as per judgment dated 10.1.2022 in W.A.No.602/21, directed the 2 nd respondent to consider the grievance raised by one Prof. M.K.Sanu. Based on that direction, the 2 nd respondent passed order No. IGR/4487/2020– L3 dated 30.1.2022. The counsel for the petitioner and respondents submitted that a contempt proceedings is pending before the Division Bench alleging that there is violation of the directions of this Court from the 2 nd respondent. Anyway, there is an order passed by the 2 nd respondent as far as the 2 nd ground mentioned in Ext.P3. Therefore, a further direction to the 2 nd respondent to consider that aspect is not necessary. But, as far as the 1 st ground in Ext.P3 is concerned, the point raised by the petitioner is that respondents 2 to 225 in that petition have not filed the Director Identification Number (DIN) till that date and so those respondents violate Secs.152(3), 156 and 157(1) and (2) of Companies Act . This point is not seen considered by the 2 nd respondent in the order dated 30.01.2022. Therefore, according to me, there can be a direction to the 2 nd respondent to consider the 1 st ground mentioned in Ext.P3, after giving an opportunity of hearing to the petitioner and all other affected parties.
Therefore, this writ petition is disposed of in the following manner :
1) The 2 nd respondent is directed to co
