2025:KER:22641 IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT THE HONOURABLE MR. JUSTICE HARISANKAR V. MENON MONDAY, THE 17TH DAY OF MARCH 2025 / 26TH PHALGUNA, 1946 WP(C) NO. 13540 OF 2019 PETITIONER: COSY CORNER INVESTMENTS PRIVATE LIMITED, ROOM NO.4/13A,WINCOST TOWER, NANDIKKARA POST,THRISSUR-680301, REPRESENTED BY ITS MANAGING DIRECTOR. BY ADVS. SRI.LINDONS C.DAVIS SMT.E.U.DHANYA SRI.RAJITH DAVIS RESPONDENTS: 1 UNION OF INDIA, REPRESENTED BY SECRETARY, MINISTRY OF CORPORATE AFFAIRS, A WING, SHASTRI BHAVAN, RAJENDRA PRASAD ROAD,NEW DELHI-110001. 2 REGISTRAR OF COMPANIES, 1ST FLOOR,COMPANY LAW BHAVAN, BMC ROAD,THRIKKAKARA.P.O,KAKKANAD, KOCHI-682021. BY ADV SHRI.P.VIJAYAKUMAR, ASG OF INDIA THIS WRIT PETITION (CIVIL) HAVING COME UP FOR ADMISSION ON 17.03.2025, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING: W.P.(C)No.13540 of 2019 2 2025:KER:22641 JUDGMENT This writ petition has been filed challenging the steps taken by the respondents against the petitioner on account of the non-appointment of a whole-time Company Secretary. The provisions of Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (for short, the ‘Companies Rules’), are also challenged. 2. Sri.Lindons.C.Davis, the learned counsel for the petitioner in W.P.(C)No.13540 of 2019 would point out that the petitioner has been permitted to upload the required forms during the pendency of this writ petition and by a judgment dated 02.03.2021 in W.P.(C)No.7423 of 2020, the learned Single Judge of this Court has disposed of the writ petition, holding that if at all any steps can be taken against the petitioner, that can be only for violation of the provisions of Section 203 of the Companies Act, 2013, if they are so advised. He would also point out that the challenge with respect to the provisions of Rule 8A of the Companies Rules cannot be considered at present, in view of the subsequent W.P.(C)No.13540 of 2019 3 2025:KER:22641 amendments to the provisions enhancing the limit from Rs.5 Crores to 10 Crores. In the light of the afore, the challenge with respect to the steps taken on the basis of non-appointment of whole- time Company Secretary is disposed of in terms of the judgment dated 02.03.2021 in W.P.(C)No.7423 of 2020. It is made clear that the challenge against the provisions of Rule 8A of the Companies Rules is not considered in this writ petition and the petitioner is free to raise an appropriate challenge later, if so advised. Sd/- HARISANKAR V. MENON JUDGE ANA W.P.(C)No.13540 of 2019 4 2025:KER:22641 APPENDIX OF WP(C) 13540/2019 PETITIONER EXHIBITS EXHIBIT P1 TRUE COPY OF PRINT OUT OF MASTER DATA OF THE PETITIONER COMPANY PUBLISHED IN THE OFFICIAL WEBSITE OF THE MINISTRY OF CORPORATE AFFAIRS,UNION OF INDIA. EXHIBIT P2 TRUE COPY OF COMPANIES (INCORPORATION),AMENDMENT RULES,2019 PUBLISHED AS PER NOTIFICATION DATED 21.02.2019. EXHIBIT P3 TRUE COPY OF WARNING SHOWED WHILE ENTERING FORM NO.INC-22A. EXHIBIT P4 TRUE COPY OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)AMENDMENT RULES,2014 PUBLISHED AS PER NOTIFICATION DATED 09.06.2014. EXHIBIT P5 TRUE COPY OF THE NEWS DATED 17.03.2019 PUBLISHED IN DIGITAL NEWS PAPER OF THE HINDU. RESPONDENT EXHIBITS EXHIBIT R2 (A) TRUE COPY OF THE NOTIFICATION DATED 25/4/2019, ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS