Independent withholding power under a company circular survives a subsisting management dispute, even as the Director Identification Number is restored.
A Master Circular gave the Registrar of Companies a distinct power to withhold approval, registration, recording and public viewing of company documents while a management dispute subsisted. That power was held to operate independently of the separate clause governing filing formalities for cessation, and it was not displaced by reactivation of the Director Identification Number. The earlier order was recalled to the limited extent that it had set aside the Registrar's direction on non-approval and non-availability of documents, because that issue lay beyond the scope of the writ challenge and the applicant had not been heard on it. The Director Identification Number was restored, but the withholding power was upheld.
Issues: (i) Whether the clause in the Master Circular dealing with withholding approval, registration and recording of company documents during a subsisting management dispute operated independently of the clause relating to filing requirements for cessation. (ii) Whether the earlier order could be recalled to the extent it had set aside the Registrar of Companies' direction concerning non-approval and non-availability of documents in the registry.
Issue (i): Whether the clause in the Master Circular dealing with withholding approval, registration and recording of company documents during a subsisting management dispute operated independently of the clause relating to filing requirements for cessation.
Analysis: The Circular contained a separate clause empowering the Registrar of Companies, upon a management dispute being marked, to withhold approval, registration and recording of documents filed by the company and contesting directors, and to prevent public viewing of such documents until the dispute was settled. The clause concerning filing of cessation documents did not control or curtail that separate power. Since the management dispute in the company continued, the operation of the withholding clause remained unaffected by reactivation of the Director Identification Number.
Conclusion: The withholding clause was held to operate independently and remained in force while the management dispute subsisted.
Issue (ii): Whether the earlier order could be recalled to the extent it had set aside the Registrar of Companies' direction concerning non-approval and non-availability of documents in the registry.
Analysis: The writ petition was confined to the legality of deactivation of the Director Identification Number, and the continuation of the management dispute was not the subject of that challenge. The portion of the earlier order setting aside the Registrar of Companies' direction on approval, registration, recording and public availability of documents was therefore beyond the scope of the writ proceedings and contrary to the Circular. Since the applicant had not been heard on that aspect, recall was warranted to that limited extent.
Conclusion: The earlier order was recalled only insofar as it set aside the Registrar of Companies' direction concerning withholding of documents during the management dispute.
Final Conclusion: The Director Identification Number was restored, but the Registrar of Companies' power to withhold approval, registration, recording and public viewing of documents during the subsisting management dispute was upheld, and the earlier order was modified accordingly.
Ratio Decidendi: A circular conferring a distinct power on the Registrar of Companies to withhold approval and public availability of documents during a subsisting management dispute continues to operate independently of provisions governing filing formalities, and relief beyond the scope of the writ challenge may be recalled.
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