Shumita Kakkar Vs Registrar of Companies Haryana and Others (Punjab & Haryana High Court)
Summary: Punjab & Haryana High Court disposed of a writ petition filed by Shumita Kakkar, founder-cum-director and Chief Operating Officer of United for Her Private Limited, seeking an inquiry into her representation and prohibition against the authorities acting upon documents concerning her removal as director. A dispute between the petitioner and the company’s directors was already pending before an Arbitrator, and an interim order concerning her termination was operating in her favour. The petitioner apprehended that the company might file Form DIR-12 for her removal and sought a direction requiring the Registrar of Companies to comply with Rule 11 of the Companies (Registration Offices and Fees) Rules, 2014.
The High Court observed that under Rule 11, the ROC is required to verify the correctness of documents and adequate supporting documents, including the board resolution, notices calling the board meeting and minutes of the board reflecting votes for or against. However, as no Form DIR-12 had yet been filed, there was no occasion for the ROC to take action. The Court expressed confidence that once Form DIR-12 was filed, the ROC would act in accordance with Rule 11 before approving or invalidating it, as the ROC was legally obliged to act according to law. Consequently, no direction from the Court was warranted and the petition, along with pending applications, was disposed of.
FULL TEXT OF THE JUDGMENT/ORDER
1. The petitioner through instant petition under Article 226/227 of the Constitution of India is seeking direction to respondents No. 1 and 2 to initiate inquiry into his representation dated 28.03.2026. She is further seeking writ of prohibition against respondents from taking on record or acting upon documents pertaining to her removal from the post of Director.
2. As per pleadings, the petitioner is founder-cum-director/chief operating officer of United for Her Private Limited-respondent No.3 (for short ‘UFH’) having registered office at Sector 43, Gurgaon, Haryana. UFH is a subsidiary of United Care Pvt. Ltd. having registered office in Singapore. She is also a director and shareholder of United Care Pvt. Ltd. holding 3300 shares. Dispute arose between directors of UFH including petitioner. A termination notice dated 15.07.2024 was issued terminating her from the post of Chief Operating Officer of UFH. Challenging termination, she approached Delhi High Court under Section 9 of the Arbitration and Conciliation Act 1996 (for short ‘1996 Act’) which vide order dated 20.03.2025 stayed her termination and appointed a sole Arbitrator to adjudicate the disputes between the petitioner and directors. Arbitration proceedings are pending adjudication before learned Arbitrator. The Arbitrator vide order dated 06.06.2025 extended aforesaid stay order passed by Delhi High Court. Application for interim relief is still pending before Arbitrator, thus, decision of Arbitrator dated 06.06.2025 still subsists.
3. The petitioner is primarily claiming relief against respondent No.3 which is a private limited company. The petitioner is claiming that she is director of the Company. A dispute between petitioner and respondent-company is already pending before Arbitrator. There is interim order in her favour.
4. On being asked as to how how writ petition is maintainable against a private company, learned counsel for the petitioner submits that Registrar of Companies (for short ‘ROC’) may be directed to comply with Rule 11 of Companies (Registration Offices and Fees) Rules, 2014 (for short ‘2014 Rules’) before acting upon Form No.DIR-12 which is likely to be filed by respondent-Company.
5. Heard the arguments and perused the record.
6. The petitioner is claiming that she may be removed from the office of Director. If Form No.DIR-12 is accepted by ROC, it would cause irreparable loss to her. The Registrar of Companies, as per Rule 11 of 2014 Rules, is required to verify correctness of the documents and adequate supporting documents. The documents to be verified are copy of board resolution, copy of notices sent for calling board meeting or copy of minutes of board of directors reflecting voted for or against.
7. In the present case, till date company has not filed Form No.DIR-12. In the absence of filing of aforesaid Form No.DIR-12, there is no question of action on the part of ROC. The said authority would come into play the moment Form No.DIR-12 is filed. This Court is sanguine that Registrar of Companies before approving or invalidating Form No.DIR-12 would act in accordance with Rule 11 of 2014 Rules because it is obligation of the ROC to act in accordance with law. For the said purpose, no direction of this Court is warranted.
8. Disposed of.
9. Pending application(s), if any, stands disposed of.
