Sourav Daspatnaik vs Union of India & Ors.

Krishna Rao, J

The petitioner has filed the present writ application praying for a direction upon the respondent nos. 2 and 3 i.e. The Registrar of Companies, Kolkata and the Regional Director, Eastern Region to consider the representations made by the petitioner from time to time.

Mr. Billawadal Bhattacharyya, Learned Senior Advocate submits that Swach Environment Private Limited are the necessary parties in the present case for proper adjudication of the present writ application but the petitioner has not made them as party respondent and he prays to implead them as party to the instant writ application.

This Court finds that no purpose would be served by keeping the writ petition pending, thus this Court allowed Mr. Bhattacharyya to make submissions on behalf of Swach Environment Private Limited.

Mr. Bhattacharyya submits that the writ petition is not maintainable on the ground of non-joinder of parties and is barred by res judicata. He submits that before filing of the present writ application, the petitioner had filed a Commercial Suit before the Delhi High Court being C.S (Com) No. 1059 of 2025 but the said suit is dismissed by the Delhi High Court on 23rd  December, 2025. He has handed over the copy of the plaint wherein the petitioner has prayed for the following relief:

“A. Pass an order of permanent and mandatory injunction thereby restraining the Defendant Nos. 1 to 3 from acting as or exercising any rights as shareholders or directors of Defendant No. 4 in furtherance of the purported documents including but not limited to the MGT – 6 form by Defendant No. 4, BEN – 2 form by Defendant No. 4 and MGT – 6 and BEN – 2 form by Defendant No. 5 in favour of Defendant No. 1 and all the board resolution dated 11.03.2025 filed along with these forms and Loan-cum-Pledge Agreement dated 17.01.2025.”

Mr. Bhattacharyya relied upon the judgment in the case of Umakant Saran DR Vs. State of Bihar and Others reported in (1973) 1 SCC 485 and submits that in order that a mandamus may issue to compel the authorities to do something, it must be shown that the statute imposes a legal duty and the aggrieved party have a legal right under the statute to enforce its performance but in the present case, there is nothing to decide by the authorities after the dismissal of the suit by the Delhi High Court.

Mr. Bhattacharyya further relied upon the judgment in the case of Manoranjan Ghosh and Others Vs. State of West Bengal and Others reported in 2006 SCC OnLine Cal 437 and submits that it is settled law that no one can pursue parallel remedies. The petitioners have approached the Civil Court for adjudication of the controversy but the Civil Court has dismissed the suit filed by the petitioner.

Mr. Siddhartha Bhattacharyya Learned Counsel for the respondent nos. 1, 2 and 3 submits that if this Court directs the respondents to consider the representation filed by the petitioner, the respondents will consider the same and will dispose of the same by passing reasoned and speaking order.

Mr. Rishad Medora, Learned Counsel for the respondent no.4 submits that though the petitioner has made the respondent no.4 as a party respondent but no prayer is sought for against the respondent no.4.

Counsel for the respondent no. 4 submits that the petitioner has made averments in the writ application that non-payment of loan amounts covered by the One Time Settlement Agreement, SREI issued a letter dated 11th August, 2025 but the same has not given effect to. He has handed over copy of e-mails to this Court and submits that the SREI has already started taking steps in accordance with law.

The grievance of the petitioner is that some outsiders are attempting to take control of the company by wrong and unethical ways by way of appointment of majority number of Directors on the Board of the Company. The petitioner has made several requests to the Registrar of Companies requesting not to approve any filled or likely to be filled forms under the Companies Act for effecting any change in the directorship, shareholding or give effect to any decision.

Admittedly, the suit filed by the petitioner before the Delhi High Court was dismissed on 23rd December, 2025. While dismissing the suit filed by the petitioner, the Court has recorded that “If he has any grievance, being a director, in respect of the suspension/ termination of his directorship, he may take recourse to the appropriate legal remedies for enforcement of his terms of appointment/ employment”.

The petitioner during the hearing, has handed over an order issued by the Assistant Registrar of Companies dated 23rd December, 2025 which reads as follows:

“The Company has closed its accounting year on 31/03/2025 and the Annual general meeting of the company was due to be held on 30/09/2025 as per requirements of Section 96 of the Companies Act, 2013. The Company has made an application vide SRN AB9434535 on 29/11/2025 requesting for an extension of time for the purpose of holding AGM on the following grounds.

Cumulative extension of 3 months granted on account of pending Management dispute and litigation proceedings. Keeping in view, the aforesaid circumstances due to which company cannot hold its Annual General Meeting on time, extension of 3 months is considered.

ORDER

Under the power vested in the undersigned by virtue of section 96(1) read with second proviso attached thereto extension of 3 months is hereby granted. However, the company is hereby advised to be careful in future in compliance of the provisions of the Companies Act, 2013.”

The order issued by the Office of the Registrar of Companies, Kolkata, reveals that there is dispute with respect to directorship of the company for which Annual General Meeting was not conducted. The petitioner has also raised dispute with respect to inclusion of directors in the company and the same is pending with the Registrar of Companies, Kolkata.

Considering the above, the WPA No. 29712 of 2025 is disposed of by directing the respondent no.2, i.e. Registrar of Companies, Kolkata, to consider the representations submitted by the petitioner dated 12th November 2025, 26th November 2025, 28th November 2025, 3rd December 2025 and 11th December 2025 with respect to Swach Environment Private Limited and representations dated 28th November 2025, 2nd December 2025, 11th December 2025 and 17th November 2025 with respect to Haldia Water Services Private Limited within a period of six weeks from the date of receipt of this order by passing a speaking and reasoned order after giving an opportunity of hearing to the petitioner, Swach Environment Private Limited and Haldia Water Services Private Limited. Parties shall be entitled to act on the basis of a server copy of the Judgment placed on the official website of the Court. Urgent Xerox certified photocopies of this judgment, if applied for, be given to the parties upon compliance of the requisite formalities.