2018 (7) TMI 632 - HC - Companies Law

Disqualification of directors - Held that - As the petitioners had ceased to be the Directors of the Company, as stated by them, on 8th April, 2011 and that they could not have been penalized for the failure of the company to effect statutory compliances. The respondents shall forthwith take steps for removal of the petitioners name from the list of disqualified directors and to alienate their DIN. The orders to this effect would be posted on the website and shall also be communicated to the petitioners within two weeks from today.

Summary

Issues:
1. Failure of the Board of Directors to inform the Registrar of Companies about the resignation of the petitioners.
2. Disqualification of the petitioners as Directors in any company due to the failure of statutory compliances.

Issue 1 - Failure of Board of Directors to Inform Registrar of Companies:
The petitioners, who were Directors of a company, submitted their resignation to the Board of Directors on 8th April, 2011. However, the Board failed to inform the Registrar of Companies about this resignation. The respondents did not dispute this fact. The petitioners sought the quashing of notices disqualifying them from being Directors due to the company's failure to comply with statutory requirements. The court noted that since the petitioners had ceased to be Directors from 8th April, 2011, they should not be penalized for the company's non-compliance.

Issue 2 - Disqualification of Petitioners as Directors:
The court directed the respondents to take immediate steps to remove the petitioners' names from the list of disqualified directors and to deactivate their Director Identification Numbers (DIN). The court ordered that these actions should be published on the website and communicated to the petitioners within two weeks. However, the court clarified that the Registrar of Companies could issue a fresh disqualification order if any evidence emerged showing that the petitioners had falsely claimed to have never acted as Directors or if any proof surfaced indicating their involvement in the company's directorial activities.

In conclusion, the writ petition was allowed, and the court's directives were issued for the removal of disqualification and communication of the same to the petitioners, while reserving the right for the Registrar of Companies to take further action based on any new evidence.