Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2022 (6) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2022 (6) TMI 875 - HC - Companies LawCessation of directorship of the 3rd respondent - seeking approval of e-Form DIR-12 filed by the petitioner - Section 167(1)(b) of Companies Act, 2013 - HELD THAT:- As per the provisions of the Companies Act 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014, every company, whether new or existing is required to file an e-Form DIR-12 with particulars of its directors and key managerial personnel of the company with the Registrar, within 30 days from the date of appointment/resignation and of any change taking place in their designations. This court is of the opinion that mere pendency of such complaints shall not be a ground to hold the processing/acceptance of Form DIR-12 filed by the petitioner for cessation of directorship of 3rd respondent and the inaction on the part of the R1/Registrar of Companies by withholding processing/accepting the DIR-12 was arbitrary and unreasonable. Due to the inaction on the part of the 1st respondent, the petitioner company was given ACTIVE Non Compliance status for no fault of them leading to imposition of huge penalties and crippling difficulties - The non registration of cessation of directorship of 3rd respondent by way of Form DIR-12 by the Registrar of the Companies was in contravention of the provisions of Section 398 of the Companies Act, 2013. The word ‘shall’ used in Section 398 (1)(f) of the Companies Act, 2013 denotes that, it is mandatory for the Registrar of Companies to register, process and accept such forms. Filing of Form DIR- 12 was procedural in nature and the same was done pursuant to appointment or cessation or change in designation of a director. The petitioner company, through its Board of Directors and Shareholders was well within its rights to appoint new directors or to confirm the Additional Director as Directors as per the applicable provisions of Companies Act, 2013 - it is considered fit to dispose of the writ petition directing the 1st respondent i.e., Registrar of Companies to consider the Form DIR-12 submitted by the petitioner company, if it is in accordance with law. Petition disposed off.
|