Independent management-dispute restraint under a circular survives, while DIN reactivation remains confined to the writ challenge.

Clause 3 of the Master Circular dated 10 February 2012 operated independently of Clause 2 and continued to authorise the Registrar of Companies to withhold approval, registration and recording of company documents, and to keep them from public view, where a management dispute subsisted. The writ challenge was confined to deactivation of the DIN, so relief could validly extend only to that issue. The portion of the earlier order that set aside the separate Clause 3 restraint went beyond the scope of the writ petition and was recalled. The DIN reactivation remained undisturbed, while the document-processing bar based on the management dispute was restored.

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Issues: (i) Whether Clause 3 of the Master Circular dated 10 February 2012 operated independently of Clause 2 and continued to authorise withholding of approval, registration and recording of documents and their public availability where a management dispute subsisted; (ii) whether the earlier order, insofar as it set aside the Registrar of Companies' direction regarding non-approval and non-availability of documents, was beyond the scope of the writ petition and liable to be recalled, while the reactivation of the DIN could stand.

Issue (i): Whether Clause 3 of the Master Circular dated 10 February 2012 operated independently of Clause 2 and continued to authorise withholding of approval, registration and recording of documents and their public availability where a management dispute subsisted.

Analysis: Clause 2 dealt with the filing requirement connected with cessation of directorship, whereas Clause 3 separately empowered the Registrar of Companies, upon a management dispute being marked, to withhold approval, registration and recording of documents filed by the company and the contesting directors and to keep them out of public viewing until the dispute was settled. The two clauses were held to be independent, and the continued existence of a management dispute preserved the operation of Clause 3.

Conclusion: Clause 3 remained operative and the bar on approval, registration, recording and public availability of the documents continued in force.

Issue (ii): Whether the earlier order, insofar as it set aside the Registrar of Companies' direction regarding non-approval and non-availability of documents, was beyond the scope of the writ petition and liable to be recalled, while the reactivation of the DIN could stand.

Analysis: The writ petition was confined to the legality of deactivation of the DIN, and the petitioner's entitlement to relief on that question was upheld because the petitioner had complied with the statutory obligations of a director. However, the challenge did not extend to the separate question of the company being marked as having a management dispute, and the portion of the earlier order that interfered with the Registrar's direction under Clause 3 travelled beyond the subject-matter of the writ petition. Since the applicant had not been heard on that aspect, the error in the earlier order warranted recall to that limited extent.

Conclusion: The recall application succeeded in part: the DIN reactivation remained undisturbed, but the setting aside of the Registrar's direction under Clause 3 was recalled and the Registrar's bar on document processing was restored.

Final Conclusion: The earlier order was modified so that the writ petitioner's DIN stood reactivated, while the independent restraint arising from the subsisting management dispute continued unaffected.

Ratio Decidendi: Where a dispute before the Court is confined to deactivation of DIN, relief cannot extend to nullifying an independent administrative restraint under a circular that operates upon the existence of a separate management dispute.

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