Case: Dmitry Rosnin &amp; Another Vs. The Registrar of Companies

4. The petitioners have set out as to why they have to approach this Court. Petitioner no.1 is the spouse of petitioner no.2. They are residing at Moscow and were desirous of incorporating a Private Limited Company in the name of Olga Consultancy Services Private Limited. In the month of July, 2010, they approached the Ministry of Corporate Affairs, Government of India (DIN Cell) for the allotment of Director Identification Number in terms of Section 266A of the Companies Act, 1956 read with Companies (Directors Identification Number Rules) 2006. This request was considered and DIN numbers more particularly set out in paragraph 4 of the petition were allotted. Thereafter, the petitioners applied for on line incorporation of a Company and submitted the required eforms. This was the requirement in terms of Section 33(1) and (2) of the Companies Act, 1956. They complied with all the requirements of an applicant/ applicants seeking incorporation of a Company, which are required to be fulfilled. The requisite fees were paid, the details and the relevant information was provided. They were allotted a numberdated 20/09/2010 with regard to their application. They submitted the forms including copies of their passports. The documents were physically submitted and the originals thereof are produced for verification on 01/10/2010 as desired by the authorities. The challans and receipts in this behalf are relied upon.5. In terms of the guidelines, all the requirements, particularly of Section 15(c) and 30(c) of the Companies Act, 1956 were duly fulfilled and complied with. Despite all this, the petitioners were told to make enquiries, which they went on making, but the process of incorporation and registration of their Private Limited Company was delayed. When they approached the authorities and sought reasons for delay, they were informed by a communication dated 28/09/2010 that they have not made certain compliances and particularly that the foreign subscribers have not stated their local address. The petitioners Advocate states that the present petition is confined only to this objection. As far as the other compliances are concerned, they are already made and if anything is required to be done, that would be done as well.6. According to him, there is no requirement in any of the Rules and particularly Regulation 17 of the Companies Regulations, 1956 which mandates that the foreign subscribers must state their local address. It is submitted that this insistence is contrary to the provisions of Companies Act, 1956. This is also unfair, unreasonable and discriminatory action because the very same foreign subscribers registered a Company in India and when that was registered and incorporated, no said objection was raised. There is absolutely no explanation forthcoming as to how the Company Olga Advisory Services Private Limited with the same foreign subscribers, as in the present case, was incorporated in the State of Maharashtra on 28/10/2010 by submitting similar documents and following the same procedure. The Registrar of Companies, Maharashtra State, Mumbai did not insist on any such requirements as furnishing of local address of foreign subscribers. That being the case and when the authorities have verified the original documents and also identified the parties, then, they could not have refused to register and incorporate the said Company. Their action is, therefore, violative of Companies Act, 1956 and grossly unfair, unjust, unreasonable and discriminatory. That violates the mandates of Article 14 of the Constitution of India as well.7. In answer to this writ petition, an affidavit has been filed by Sanjay Kumar Gupta, Registrar of Companies, Goa State. He does not dispute the facts, but in paragraph no.9 of the affidavit states that while signing the Memorandum of Association and Articles of Association in respect of existing Company, the foreign subscribers showed their presence in India. The verification of passport reveals that the petitioners namely Dmitry Rosnin and Olga Rosnina were in India since 21/06/2010 and 22/06/2010. Since then till the application for incorporation, they were present in India. The period of stay is more than 3 months and, therefore, they have a place of residence. It is in these circumstances, the requirement of furnishing local address is insisted by the Directorate of Revenue Intelligence and other Intelligence Agency that this compliance must be made. For all these reasons, he submits that such a condition cannot be challenged and the petition be dismissed.8. On this material, we have heard the learned Advocates appearing for the parties.

Court's reasoning:
In these circumstances, the apprehension that the foreign nationals and subscribers/ shareholders of a registered company in India, without any local support or assistance, would not be available in case any offences are committed or violations of relevant laws are noticed, is wholly unfounded.11. We accept the statements of the petitioners Advocate namely that the registered office of the Private Limited Company will be located at Panaji, Goa. All its details would be duly provided in the requisite forms in terms of the Companies Act, 1956. The same will not be changed or altered except in terms of the Companies Act, 1956 and that local staff such as the manager, secretary would be appointed and they would be given due authorization and powers on behalf of the petitioners so that anything that is required to be served including notices or summonses, would be accepted on their behalf and the petitioners behalf by these officers. Equally, such officers together with the Petitioners would be liable in cases of default in compliance with the provisions of the Companies Act, 1956. All these statements having been accepted as undertakings to this Court, we do not see any basis for the apprehension expressed in the