IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

WRIT PETITION No. OF 2019

Mr. Ramashrya Ramjag Yadav …Petitioner

Vs.

The Registrar of Companies,

Maharashtra, Mumbai & Anr. …Respondents

SYNOPSIS AND LIST OF DATES AND EVENTS

I. SYNOPSIS

1. The Petitioner was a non-executive director of Varuna Agrotech Private

Limited (“Varuna”) and Brio Academic Infrastructure and Resource

Management Private Limited (“Brio”), that were struck off in the

circumstances below. The Petitioner is also currently a non-executive director

of Kaas Valley Private Limited (“Kaas”). On September 7, 2017, the

Respondent No.1, published a notice with a list of directors (that included the

Petitioner) that were disqualified pursuant to Section 164 (2)(a) of the

Companies Act, 2013 for non-filing of annual returns/ financial statements for

a continuous period of three financial years i.e. 2014, 2015 and 2016 with effect

from November 1, 2016 until October 31, 2021.

2. The Petitioner was disqualified by the Respondents pursuant to Section 164

(2)(a) of the Companies Act, 2013, but however, the Petitioner had resigned

from the defaulting companies i.e. Brio and Varuna, before the default of non-

filing of annual returns/ financial statements for a continuous period of three

financial years i.e. 2014, 2015 and 2016, had occurred. The Respondents have

further, vide a second notice dated December 31, 2018, once again disqualified

the Petitioner for an additional period of one-year i.e a period of 6 years

beginning November 1, 2016 to October 21, 2022, that is ultra vires Section

164 (2)(a) of the Companies Act, 2013. Hence this Petition.

II. LIST OF DATES AND EVENTS

Sr. Date Particulars Exhibit

No No.

1. February 3, The Petitioner was appointed, to

2010
serve as a non-executive director

on the board of the Varuna

Agrotech Private Limited

(“Varuna”).

2. May 2, 2012 The Petitioner was appointed, to

serve as a non-executive director

on the board of Brio Academic

Infrastructure and Resource

Management Private Limited

(“Brio”).

3. March 26, 2014 Respondent No. 1 issued a Exhibit D

notification notifying April 1,

2014 as the effective date inter alia

for Section 164 of the Companies

Act, 2013.

4. April 4, 2014 Respondent no. 1 issued General Exhibit E1

Circular no. 08/2014 for

clarifications in relation to Section

164 of the Companies Act, 2013.

5. June 25, 2014 Respondent no. 1 issued General Exhibit E2

Circular no. 22/2014 for

clarifications in relation to Section

164 of the Companies Act, 2013.

6. February 29, Vide letters, each, addressed to the Exhibit F1

2016
board of directors of Brio and and

Varuna respectively, the Exhibit F2

 Petitioner resigned from his post,

as a non-executive director in

both, Brio and Varuna.

7. February 20, The Petitioner was appointed, to

2017
serve as a non-executive director

on the board of Kaas Valley

Private Limited (“Kaas”).

8. September 7, Respondent No 1 published the Exhibit G

2017
First Impugned Disqualification,

disqualifying the Petitioner as a

director of the struck-off

companies (including Varuna and

Brio), with effect from November

1, 2016 until October 31, 2021,

pursuant to Section 164 (2)(a) of

the Companies Act, 2013 for non-

filing of annual returns/ financial

statements for a continuous period

of three financial years.

9. June 19, 2018 Brio received a notice from Exhibit H

Respondent No. 1, stating therein,

that the Respondent no.1 intended

to remove Brio from the register

of companies, under sub section

(1) of section 248 of the

Companies Act, 2013

10. July 19, 2018 Respondent no. 1 published the Exhibit I

public show cause notice,

whereby the companies that were

listed in the annexure (including

Brio and Varuna) thereto were

 called upon to show cause, within

30 days, as to why the names of

such companies should not be

struck off under section 248 of the

Companies Act, 2013

11. September 12, Respondent no. 1 struck off the Exhibit J

2018
Companies (including Varuna and

Brio) from the registers of

companies under Section 248,

Companies Act, 2013 with effect

from September 11, 2018.

12. December 31, Respondent No 1 published the Exhibit K

2018
Second Impugned

Disqualification, disqualifying the

Petitioner as a director of the

struck-off companies (including

Varuna and Brio), with effect

from November 1, 2016 until

October 31, 2022, pursuant to

Section 164 (2)(a) of the

Companies Act, 2013 for non-

filing of annual returns/ financial

statements for a continuous period

of three financial years.

POINTS TO BE URGED:

1. The Respondents have committed a manifest error in disqualifying the

Petitioner for the failure of two struck-off companies, to file annual returns for

a continuous period of three years, without consideration for the fact that the

Petitioner had resigned from both these companies prior to the end of the
 continuous period of three financial years, that would constitute a default under

section 164 (2)(a) of the Companies Act, 2013.

2. The impugned act of the Respondents of deactivating the DIN of the Petitioner

has further constrained the Petitioner from discharging his duties in companies,

where he is presently a director, that infringes the right of the Petitioner to

freely practice his profession, as guaranteed under Article 19(1)(g) of the

Constitution of India.

3. Without prejudice to what is stated in the Petition, the Respondents have further

committed a manifest error in law, by disqualifying the Petitioner, for a period

of 6 years instead of a period of 5 years, as set out under Section 164(2)(a) of

the Companies Act, 2013, by way of the public disqualification notice dated

December 31, 2018 that was published on the MCA website.

4. The Respondents’ act of disqualifying the Petitioner without taking into

account his resignation from the defaulting companies and further

disqualifying the Petitioner twice, by including an additional period of one year

to the period of disqualification of a director, as mentioned in Section 164(2)(a)

of the Companies Act, 2013, is bad in law and ultra vires the provisions of

Section 164(2)(a) of the Companies Act, 2013.

LIST OF STATUTES//BOOKS:

1. The Constitution of India, 1949.

2. Companies Act, 2013 and rules framed thereunder.

3. Companies Act, 1956 and rules framed thereunder.

4. Any other statute as may be required, with the leave of the Hon’ble Court.

LIST OF AUTHORITIES:

1. Any/all case laws referred to at the time of hearing.

Place: Mumbai
Date: June ____, 2019

Anoma Law Group LLP

Partner

Advocates for the Petitioner