The Registrar of Companies is considered a necessary and proper party in proceedings where the Tribunal’s adjudication directly impacts the maintenance of statutory records and requires the performance of statutory duties by said authority, as per the principles of Order I Rule 10(2) of the Code of Civil Procedure.

I.A. 11 (KB) of 2025 & I.A. 12 (KB) of 2025

An application under The Companies Act, 2013 read with Rule 11 of the National Company Law Tribunal Rules, 2016;

Coram:

Shri Labh Singh : Member (Judicial)

Ms. Rekha Kantilal Shah : Member (Technical)

Appearances (via hybrid mode)-:

For the Petitioner

i. Mr. Ashwani Kumar Dhatwalia, Adv.

ii. Mr. Debmalya Ganguli, Adv.

iii. Mr. Soumalya Ganguli, Adv.

For the Respondents

i. Ms. Rakhi Shroff, Adv.

Date of Pronouncement-: 21.04.2026

ORDER

Per: Rekha Kantilal Shah, Member (Technical)

1. I.A. 12 (KB) of 2025

1.1 The instant application has been preferred, praying for the following reliefs:-

a. To implead the Registrar of Companies, Kolkata as a party to the present petition;

AND/OR

b. To pass such further order(s) or direction(s) as this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the present case.

2. I.A. 11 (KB) of 2025

2.1 The instant application has been preferred, praying for the following reliefs:-

a. To direct the Registrar of Companies, Kolkata, to take on record Form DIR-12 and remove the name of Petitioner, Mr. Pawan Singhal from the ROC’s website;

b. Such further orders or directions be passed as this Hon’ble Tribunal may deem fit and proper.

3. Background of the Case

3.1 The brief facts, as borne out from the record, are that the Petitioner had filed Company Petition No. 198 of 2023 under Sections 241, 242 and 244 of the Companies Act, 2013, inter alia challenging the affairs of the Company and seeking, as part of interim reliefs, a stay on the operation of Special Notice dated 30.06.2023 proposing his removal from the Board of Directors.

3.2 This Tribunal, after hearing the parties, vide order dated¹Marked as Annexure A of I.A. 12/KB/2025 26.07.2023, declined to grant any interim relief restraining the holding of the Extraordinary General Meeting (EGM) and permitted the Company to proceed with the meeting as scheduled.

3.3 In compliance with the aforesaid order, the EGM was convened and held on 28.07.2023, wherein the shareholders of Respondent No.1 Company passed a resolution²Resolution passed at the EGM has been annexed as Annexure – B of I.A. 12/KB/2025 removing Mr. Pawan Singhal from the Board of Directors.

4. Fact in a nutshell of I.A. 12 (KB) of 2025-:

4.1 The Applicant has filed the present Interlocutory Application seeking impleadment of the Registrar of Companies, Kolkata as a necessary party in the Company Petition pending adjudication before this Tribunal.

4.2 It is submitted that the Respondent had earlier preferred an application before this Tribunal seeking directions to the Registrar of Companies, Kolkata to take on record Form DIR-12 and to remove the name of Mr. Pawan Singhal from the records maintained on the ROC portal. The said request emanates from the resolution dated 03.07.2023, which was subsequently approved in the Extraordinary General Meeting held on 28.07.2023, whereby the Petitioner was removed from the Board of Directors of Respondent No. 1 Company.

4.3 The Applicant submits that despite the aforesaid resolution having been validly passed, the Registrar of Companies, Kolkata has failed to discharge its statutory obligations by not taking Form DIR-12 on record and by not updating the records to reflect the removal of the Petitioner from the Board of Directors. Hence, the Registrar of Companies is a necessary and proper party to the present proceedings.

4.4 The brief facts leading to the present application are as follows:

a. The Petitioner had filed Company Petition No. 198 of 2023 under Sections 241, 242