2018 (3) TMI 560 - HC - Companies Law

Directors must file for voluntary striking off to avoid contempt of court. Compliance with Companies Act sec. 248(2) crucial.

SANDEEP SINGH AND ANR. Versus REGISTRAR OF COMPANIES AND ORS.

The court directed the petitioners, who challenged a list of disqualified directors, to file necessary documents for voluntary striking off and apply ... Condonation of Delay Scheme -2018 - Removal of the Company from the Register u/s 248(1) - Held that:- The Registrar shall scrutinize the same, and if the same are found to be otherwise in accordance u/s 248(2), the petitioners would be granted the benefit of the CODS - 2018. Removal of the Company from the Register under Section 248(1) would be deemed as striking off the Company under Section 248(2), and the petitioner‟s application under CODS - 2018 would be sympathetically considered by the Registrar. Since an unequivocal statement is made by the petitioners that they would pay the necessary charges and make the necessary application under the CODS - 2018, the impugned list of the disqualified directors, in as much as it includes the names of the directors, is stayed till 31.03.2018 or up till such time as the respondents take a final decision in the matter. This order has been passed with due assistance of the learned ASG, in the peculiar facts and circumstances of these cases. It is clarified that if the petitioners do not avail of the CODS-2018 or file the necessary documents as required for dissolution for the Company under Section 248(2) as stated above; in addition to other consequences, the petitioners would also be liable to be prosecuted for contempt of Court. It is further clarified that the aforesaid order is made on the basis of the unequivocal statements made on behalf of the petitioners above and in the event the statements are found to be incorrect, the petitioners would be liable to be proceeded against contempt of court in addition to being subjected to other proceedings. Issues:Impugning a 'lists of disqualified directors' published by respondents. Petitioners' disqualification under Section 164(2) of the Companies Act, 2013. Inability to avail Condonation of Delay Scheme -2018 (CODS - 2018) due to company's strike off. Inability to seek revival under Section 252 of the Act. Desire to voluntarily seek dissolution under Section 248(2) of the Act.Analysis:The petitioners challenged a list of disqualified directors published by the respondents, claiming to be directors of a company that had not conducted business or filed returns as per the Companies Act, 2013. Due to non-operation and strike off of the company, they were unable to benefit from the Condonation of Delay Scheme -2018 (CODS - 2018) and revival under Section 252 of the Act. The petitioners expressed willingness to voluntarily dissolve the company under Section 248(2) of the Act.The court acknowledged the company's inactivity and directed the petitioners to file requisite returns, necessary resolutions for voluntary striking off, and an application under CODS - 2018 in hardcopies to the Registrar of Companies. If compliant with Section 248(2) of the Act, the petitioners would be granted benefits under CODS - 2018, with the company's removal deemed as striking off. The impugned list of disqualified directors was stayed until 31.03.2018 or the respondents' final decision.The order, made with assistance of the learned ASG, highlighted that failure to comply with CODS-2018 or dissolution requirements could lead to contempt of court prosecution. Emphasizing the importance of the petitioners' statements, the court warned of contempt proceedings if found incorrect. The petition and pending applications were disposed of, concluding the judgment.