TMI Blog2022 (6) TMI 875X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 use ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e served on 3rd respondent on 21-12- 2019 and on 25-2-2020 as per the postal track reports filed by the counsel for petitioner along with Memo of proof of service on 4-2-2020 and 2-3- 2020. The 3rd respondent failed to appear before the court. 3. The learned counsel for the petitioner submitted that the petitioner duly submitted e-Form DIR-12 seeking cessation of directorship of the 3rd respondent in accordance with the provisions of Section 167(1)(b) of Companies Act, 2013, on account of her disqualification due to her absence from all the meetings of the Board of Directors held during a period of 12 months, with or without seeking leave of absence of the Board of Directors. The same had not been processed by the Registrar of Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application under Section 7 of Insolvency and Bankruptcy Code on account of alleged default for repayments to be made to her by the petitioner company. She also filed an application under Section 130 of the Companies Act, 2013 for reopening of Books of Accounts of the petitioner company alleging falsification of the accounts of the company, which was pending before NCLT, Hyderabad. In view of the private dispute between both the parties and several matters being sub-judice before various courts of law, the respondents had taken a stand to await for the outcome of the litigations and as such the Form was pending since 2017, if this court would direct the office to dispose the grievance of the petitioner by approval of said e-Form, the offici ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oner company appointed Additional Directors namely, Mrs. Naseemunnisa Mohammad and Mrs. Hussain Shabnam and the said persons were regularized as Directors at the Annual General Meeting (AGM) of the petitioner company held on 29-9-2018. Further, one Mr. Nisar Ahmed and Mr. Mohammad Mazaruddin were disqualified and deemed to have vacated their office as Directors in accordance with Section 167(1) read with Section 164(2)(a) of the Companies Act, 2013 read with the MCA Notification dated 7-5-2018. Due to the pending status of the petitioner s DIR-12 e-form dated 19-4-2017 and 9-5-2017, the petitioner was unable to file the aforesaid information with regard to the appointment of Additional Directors, their regularization as Directors and remova ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also preferred a petition before NCLT under Section 130 of Companies Act, 2013 seeking reopening of Books of Accounts of the petitioner company. The said matter was pending before the NCLT. The petitioner company along with its directors were contesting the matters before the respective courts. 9. Considering the submission of the learned counsel for the petitioner and the learned Additional Solicitor General of India, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s made thereunder or do any act which is by this Act directed to be performed or discharged or exercised or done by the Registrar in the electronic form in such manner as may be prescribed. 11. A perusal of the above provision would clarify that the Registrar of the Companies is under obligation to register the entries envisaged in the aforesaid sub-Section. 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 S ..... X X X X Extracts X X X X X X X X Extracts X X X X
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