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Madras High CourtWP/14230/2023disposed of with direction

Rajan Isaac v. Registrar Of Companies

2025-09-12Honourable Mr Justice M.Dhandapani8 pages

W.P.No.14230 of 2023 M.DHANDAPANI, J.

The matter is listed today under the caption "for being mentioned".

2. It is brought to the notice of this Court that in the order dated 12.09.2025, the designation of the learned counsel for the petitioner has not been mentioned in the cause title. Therefore, this Court modifies the same as ''Mr.Om Prakash, Senior Counsel''.

3. Except the above modification, remaining portion of the order dated 12.09.2025 shall stand unaltered.

18.12.2025.

rli Note: Registry is directed to issue a fresh order copy after making necessary corrections.

M.DHANDAPANI,J.

Rli W.P.No.14230 of 2023 18.12.2025

IN THE HIGH COURT OF JUDICATURE AT MADRAS

DATED: 12-09-2025

CORAM

THE HONOURABLE MR JUSTICE M.DHANDAPANI and WMP.Nos.37264 & 37268 of 2025 Rajan Isaac Petitioner(s) Vs

1. Registrar of Companies Block No.6, B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai-34.

2. Serious Fraud Investigation Office, Corporate Bhawan, Ground Floor, No.29, Rajaji Salai, Chennai-1.

Respondent(s) This writ petition has been filed under Article 226 of Constitution of India, to issue a writ of certiorarified Mandamus, calling for the records of the impugned order dated 02.09.2021 in F.No.RD/SR/Vig./2016 on the file of the first respondent herein, with respect to the Company M/s.Gambion Electronics (Madras) Pvt. Ltd., quash the same and consequently direct the first respondent to take appropriate action against the perpetrators of the fraudulent action, delete the names of the fraudulently inducted Directors and restore to the original position reflecting the petitioner as Director and shareholder reflected in the portal of the first respondent.

For Petitioner(s):

Mr.Om Prakash for M/sA.Rithikha For Respondent(s):

M/s. R. Rajesh Vivekananthan, Deputy Solicitor General

ORDER

This writ petition has been filed seeking to quash the impugned order dated 02.09.2021 on the file of the first respondent herein, with respect to the Company M/s.Gambion Electronics (Madras) Pvt. Ltd., and consequently direct the first respondent to take appropriate action against the perpetrators of the fraudulent action, delete the names of the fraudulently inducted Directors and restore to the original position reflecting the petitioner as Director and shareholder reflected in the portal of the first respondent.

2. It is the case of the petitioner that Gambion Electronics (Madras) Private Limited is a company incorporated under the provisions of the Companies Act, 1956. The company was founded by one J.N.Williams and Vijayakumar along with the constant support of the petitioner herein who was subsequently inducted as the Director in the company. To expand the business, the company sought for a loan from the Tamil Nadu Industries Investment Corporation (TIIC). The TIIC imposed certain conditions to be fulfilled for the sanction of the loan and the same was complied with. Accordingly, the company had amended the Articles of Association of the Company and further inducted two more Directors viz., Madanmohan and Shirdhar to the company and the

petitioner as the Executive Director who were all shareholders. As such, the company was regular in statutory compliances and had intimated to the Registrar of Companies about any information. After the retirement of the founder Directors and one Madanmohan and Divyaprabha Ravichandran was appointed. For business purpose, the petitioner herein has sought permission to demolish the building of the company from the Chennai Corporation for getting NOC. However, it was to the shock of the petitioner that five unknown persons to the company claiming to be the Directors of the company, had opposed the said demolition. Then it is found out by the petitioner that the fraud has been played on the first respondent by its own official by fraudulently inserting documents in the portal of the first respondent.

Therefore, the petitioner made a complaint on 03.03.2017 before the respondents against the persons committed fraud and for inducting as Directors. On 02.09.2021, the first respondent issued a impugned order stating that the complaint is closed on merits. Challenging the same, the present writ petition has been filed.

3. The learned counsel for the petitioner submitted that there was no proper notice under the provisions of the companies Act before the appointment of a Director. The existing Directors were completely unaware of the induction of the new Directors. The respondents ought to have noticed that deliberate attempts were made by fraudulently inducted Directors to remove the petitioner from the Directorship, only to take control of the assets of the company. Further,

the petitioner was not called for any enquiry and he was not given any notice. Without considering the entire facts, the first respondent has passed the impugned order by closing the complaint of the petitioner, which is not valid and is illegal.

4. Per contra, the learned Deputy Solicitor General appearing for the respondents submitted that the Government have passed detailed order on 14.07.2021 and the said order will be intimated to the petitioner within the reasonable time as fixed by this Court.

5. Recording the submission made by the learned counsel for the respondents, the writ petition is disposed of with a direction to the first respondent to communicate the detailed order dated 14.07.2021 to the petitioner within a period of two weeks from the date of receipt of a copy of this order to enable the petitioner to work out the remedy in the manner known to law. No costs. Consequently, connected miscellaneous petitions are closed. 12-09-2025 rli Index:Yes/No Speaking/Non-speaking order Internet:Yes

To 1.Registrar of Companies Block No.6, B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai-34.

2.Serious Fraud Investigation office, Corporate Bhawan, Ground Floor, No.29, Rajaji Salai, Chennai-01.

M.DHANDAPANI J.

rli 12-09-2025