RAMESAN MAITHIYERI Vs. UNION OF INDIA

JUDGEMENT

(1.) The petitioner has filed this writ petition faced with a rather unusual situation, wherein, even though he is not the share holder or the Director of the third respondent - Business India Shares and Insurance Ltd., his name has been featured as a Director of the said company in the annual returns filed by them for the years 2005 to 2014. Interestingly, the petitioner says, his name was deleted as the Director of the said Company from the year 2015 onwards and that too not on his application but suo motu by the Company. The petitioner says that his inclusion as a Director of the Company for the period 2005 to 2014 is irregular, improper and illegal and that it is inscrutable as to why he had been so included. The petitioner alleges that the action of the Directors of the Company in including his name as a Director of its Board for the period from 2005 to 2014 is confutative and he apprehends that he will be liable for any misdemeanour of the Board of the Company for this period. He has, therefore, filed this writ petition praying that directions be issued to the Registrar of Companies, the second respondent herein, to initiate action against the Company under Sec. 234 of the Companies Act, 1956, which corresponds to Sec. 206 of the Companies Act, 2013, for correction of the Books of the said Company.

(2.) I have heard Sri. P.K. Rakesh Kumar, learned counsel for the petitioner and the learned Central Government Counsel for respondents 1 and

(3.) When hearing of this writ petition commenced, learned Central Government Counsel submits that, even as per their enquiry and investigation, the petitioner has never been a share holder or a Director of the Company. The learned Central Government Counsel says that inclusion of the petitioner in the list of Directors of the Company for the period from 2005 to 2014 is completely mysterious and that a proper investigation will have to be conducted to unearth the reason why such an illegal inclusion was made. The submission made on behalf of respondents 1 and 2 obviously go completely in support of the allegations made by the petitioner in this writ petition. It is the singular case of the petitioner and that he has never been a share holder of the Company and that he had only invested in the shares of another company by name Business India Builders & Developers Pvt. Ltd. and that he had made further payments in favour of the said company for the purchase of a flat for his own residence, which they were constructing at that time. The learned counsel for the petitioner asserts that the Directors of these two companies are common and that it is obvious that the investments made by his client in Business India Builders & Developers Pvt. Ltd. has been manipulated and misappropriated by the Directors of these two companies and that he has been illegally and wrongfully shown as the Director of the Company. As I have already recorded above, the submissions made on behalf of respondents 1 and 2 go completely in support of the allegations made by the petitioner. The credence and veracity of the case of the petitioner in this writ petition is above board since even the second respondent in their preliminary investigation has found in favour of the petitioner.