Calcutta High Court (Appellete Side)
Sanjiv Dua vs Union Of India & Ors on 7 July, 2020
Author: Moushumi Bhattacharya
Bench: Moushumi Bhattacharya
08 07.07.2020
NB Ct. 13 W.P. No. 5732(W) of 2020
CAN 3677 of 2020
Sanjiv Dua
Vs.
Union of India & Ors.
Mr. Sounak Mitra,
Ms. Maheswari Sharma.
...for the petitioner.
Affidavit of service filed by the petitioner is kept on
record.
The petitioner has challenged an undated document
disclosing a DIN status which shows that the petitioner has been
disqualified by the Registrar of Companies under Section 164(2)
of the Companies Act, 2013.
Learned Counsel appearing for the petitioner submits
that the petitioner is a director of four companies of which only
one Company is in default as contemplated under Section
164(2) read with Section 167 of the 2013 Act. The petitioner
does not have any information as to the basis or the reason for
such disqualification. Counsel places a letter dated 18 th March,
2016 written to a Director of one of the companies indicating that
the petitioner is unable to continue as a Director of Sync
Projects Private Limited (the Company in default) with effect
from 18th March, 2016 and that the letter should be treated as
the petitioner's resignation from the said company with effect
from 18th March, 2016. The petitioner received a letter from the
adressee of the earlier letter on 19th March, 2016 by which the
petitioner was informed that his resignation cannot be accepted
since the company is having high value liabilities with its bank. It
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is also submitted that under Section 168(2) of the Companies
Act, 2013, the resignation of a Director takes effect from the
date on which the notice is received by the company or the date
specified in such notice. The proviso to section 168(2) states
that the Director who has resigned shall be liable for offences
which occurred during his tenure even after his resignation.
Counsel relies on an order passed by the Division Bench of the
Delhi High Court on 23rd May, 2018 in WP (C) 5009/2018 (Karn
Gupta Vs. Union of India) which set aside and quashed the
disqualification of the petitioner therein on the ground that the
petitioner had resigned from the Directorship of the company in
question.
None of the respondents are present in Court today.
On perusing the relevant documents, although the impugned DIN Status indicating the disqualification of the petitioner by the ROC is not dated, paragraph 6 of the writ petition states that the petitioner had renewed his digital signature (DSC) on 17th January, 2020. The petitioner came to know of the impugned document in March, 2020 which has been stated in paragraph 6 of the writ petition. It can therefore be assumed that the impugned document is after January, 2020 and before March, 2020 when the petitioner came to know of it. Section 168(2) of the 2013 Act is very clear. The resignation of a Director takes immediate effect from the date on which the notice of resignation is received by the company. Hence there is no question of such resignation not being accepted by the company as was the case made out in the reply received by the petitioner on 19th March, 2016. The petitioner had resigned from 3 the company by way of a letter dated 18 th March, 2016. It has also been stated that the petitioner had filed a suit against the addressee of the letter, one Mr. Amalangshu Bhattacharya which had also sought for a declaration that the petitioner was no longer a Director of Sync Projects Private Limited. In the view of this court, the resignation of the petitioner came into immediate effect on 18th March, 2016 with the letter of the petitioner. The order of the Delhi High Court relied upon fits into the facts of this case as the petitioner there had resigned from the Directorship of the company in question and had subsequently been disqualified under Section 164(2). In this case, the petitioner has not also been informed of the reasons of the disqualification.
In view of the above, the petitioner is entitled to an injunction restraining the respondents from giving any effect to the disqualification/DIN Status of the petitioner or acting in terms thereof.
This order should be communicated to the respondents by the petitioner. The respondents should act on a website copy of this order.
W.P. No. 5732(W) of 2020 and CAN 3677 of 2020 are disposed of.
Urgent certified website copies of this order, if applied for, be made available to the parties upon compliance of the requisite formalities.
(Moushumi Bhattacharya, J.) 4