- Apprentice Lawyer
Kerala High Court directs registration authority to consider MK Sanoo’s representation challenging directorship of SNDP Yogam
The writer asserted that SNDP Yogam defaulted on filing annual returns for 3 continuous years rendering its directors disqualified under the Companies Act, 2013.
The Kerala High Court has directed the Inspector General of Registration to consider a petition filed by author Professor MK Sanoo challenging the continuance of Vellappally Natesan, Dr MN Soman, Tushar Vellappally and Arayakkandil Santhosh as directors of the Aruvippuram Sree Narayana Dharma Paripalana Yogam (SNDP Yogam), a non-trading company.
A single-judge Bench comprising of Justice N Nagaresh directed the Inspector General to consider the matter within a period of three months.
Noted author Professor MK Sanoo filed a complaint before the Inspector General of Registration (the authority responsible for regulation of non-trading companies in Kerala) asserting that Natesan and other directors of the SNDP Yogam could not continue as directors in light of the Yogam’s default in filing annual returns.
Since the Companies Act, 2013 disqualifies directors whose companies fail to furnish annual returns, Natesan and others could not continue in their roles as directors, Sanoo contended.
The defaults were in respect of years 2013-’14 to 2015 -’16, a continuous period of three years, Professor Sanoo averred.
Sanoo had initially filed a complaint with the Inspector General but it failed to elicit any response after which he moved the High Court seeking action against the Natesan and others.
In his pleadings, Sanoo averred that the the respondents were continuing to be appointed despite their disqualification and were illegally making appointments to SNDP Yogam-affiliated educational institutions and stifling dissent in local branches of the Yogam.
The petitioner further alleged that the Yogam administers more than forty schools and four Colleges and respondents 4 to 7 are making appointments to various posts in the schools and colleges illegally. They are making amendments to the bye-laws without prior sanction of the government. Local branches and unions of the Yogam are appointed and dismissed indiscriminately to stifle dissent. As the Directors of the Yogam are disqualified, an administrator has to be appointed for day-to-day functions and to conduct elections in accordance with law.
Being a non-trading company as per the Kerala Non-trading Companies Act, 1961, it is covered by the provisions of the Companies Act, 1956. By a judgment of the Kerala High Court, K. Manoj v. SNDP Yogam and Ors., the 2013 legislation was made applicable to the Yogam, the petitioner additionally stated.
The respondents asserted that they had, in fact, filed the required returns, and did not incur disqualification.
The Court found legal merit in the petitioner’s case observing that the respondents had not placed any material on record to demonstrate that returns were furnished.
The Bench, however, refrained from ordering the respondents’ disqualification, stating that the writ petition was not clear on who were the directors during the period in question.
It, therefore, said that detailed pleadings are necessary and directed the Inspector General of Registrations to consider the petitioner’s complaint and allow all the concerned parties an opportunity to be heard.
Advocates PB Krishnan, PB Subramanyan, Sabu George, and Manu Vyasan Peter represented Sanoo. Government Pleader Deepa Narayanan appeared for the state. Advocate AN Rajan Babu argued for the Yogam.