Shashi Chawla And ORS. v. Union Of India And ANR.

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IN THE HIGH COURT OF DELHI AT NEW DELHI

+ W.P.(C) 14002/2018 SHASHI CHAWLA AND ORS.

..... Petitioners Through:

Ms Meenakshi Sood, Mr C.S. Uma Verma, Mr Mukesh Kumar, Advocates.

versus UNION OF INDIA AND ANR.

..... Respondents Through:

Mr Gaurav Rohilla, Advocate for R-1 and R-2.

CORAM:

HON'BLE MR. JUSTICE VIBHU BAKHRU

O R D E R

% 21.12.2018 CM No. 54756/2018 1.

Exemption is allowed, subject to all just exceptions. 2.

The application stands disposed of.

W.P.(C) 14002/2018 and CM No. 54757/2018 3.

The petitioners have filed the present petition impugning the inclusion of their names in the list of directors disqualified under Section 164(2)(a) of the Companies Act, 2013 (hereafter 'the Act') as published by the respondents. The petitioners have challenged the same on several grounds, however, the learned counsel appearing for the petitioner has limited the relief in the present petition to seek only temporary re-validation of the Director Identification Numbers (hereafter 'DIN') and the Digital Signature Certificates (hereafter 'DSC') of the petitioners to enable them to file the

statutory returns in respect of M/s Saubhagya Towers Private Limited (hereafter 'STPL').

4.

At the material time, the petitioners were directors of (i) Annapurna Infrabuild Private Limited; (ii) Keshav Hotels Private Limited; and (iii) STPL (Saubhagaya Towers Private Limited) 5.

The names of all the aforesaid companies were struck off from the Register of Companies under the provisions of the Act. Further, on account of defaults committed in respect of the said companies, the petitioners have also been disqualified to act as directors under the provisions of Section 164(2)(a) of the Act.

6.

STPL filed an appeal (Appeal No. 584/252/ND/2018) before the National Company Law Tribunal (NCLT) under Section 252 of the Act impugning the order of the ROC striking off its name from the Register of Companies.

It is stated that the said appeal was preferred through the petitioners who are directors of the said company. 7.

The said petition was allowed by NCLT by an order dated 10.12.2018 and STPL's name has been restored on the Register of Companies. However, the same is subject to various conditions including STPL complying with the statutory requirements of filing the necessary returns and documents as required under the Act.

8.

NCLT has further expressly clarified that the said order would not entitle the directors who have been disqualified under the provisions of Section 164 of the Act, to be automatically restored to directorship in

accordance with law.

9.

The predicament of the petitioners is that they are unable to fulfil the statutory compliances as the DSCs and DINs are cancelled. And, therefore, they are unable to upload the necessary forms/returns in respect of STPL. Although, the shareholders of STPL are entitled to appoint a set of directors who are not disqualified, the necessary forms for the same also cannot be uploaded without the DSCs/DINs of the petitioners. Further, the ROC also does not accepted the hard copies of such documents. 10.

Plainly, the petitioners must have the opportunity to comply with the order dated 10.12.2018 passed by the NCLT. In the aforesaid view, this Court considers it apposite to direct the ROC to activate the petitioners' DINs/DSCs for a limited period of two months in order for the petitioners to comply with the statutory requirements in respect of STPL. It is so directed. 11.

It is clarified that the petitioners would not use their DINs/DSCs for any other purpose except to comply with the statutory requirements related to STPL.

12.

The petition is disposed of in the aforesaid terms. The pending application is also disposed of.

13.

Order dasti under the signature of Court Master. VIBHU BAKHRU, J DECEMBER 21, 2018 RK