2020 (12) TMI 762 - Tri - Companies Law

Tribunal Orders Reactivation of Directors' DINs for Compliance

The Tribunal directed the ROC to reactivate the Directors' DIN numbers, allowing the company to file necessary documents within 30 days. The order ... Direction to RoC to activate the DIN Numbers - filing of all the defaulted Annual Returns and Financial Statements of the Appellant Company before the RoC - Section 424 (3) of the Companies Act 2013 - HELD THAT:- It appears from the record that on 21.10.2020 notice was issued to the Registrar of Companies, Kerala for his report and the matter adjourned to 20.11.2020. It is reported that the notice to the Registrar of Companies was duly served. But ROC has neither filed report nor responded to the notice. Hence, this Tribunal proceeded to decide the matter, proving that the ROC has no objection in allowing the M.A. Activation of DIN of the Director - HELD THAT:- Having satisfied with the submissions made by the Appellant and following the decision in Mukut Pathak (supra), this Tribunal came to the conclusion that it would be just and proper to order reactivation of the Director Identification Number of the Directors, namely, Mr. Sidhik Ibrahimkunju and Mrs. Jiyasha Sidhik to enable the Applicant company with the provisions to file the Annual Returns and Financial Statements or other applications contemplated under the Companies Act, 2013. The RoC is directed to reactivate the DIN of Mr. Sidhik Ibrahimkunju and Mrs. Jiyasha Sidhik respectively, by collecting fine/ penalty, if any, for the lapse of the Directors - The Company is directed to file all its statutory document(s) along with prescribed fees/additional fee/fine as decided by Registrar of Companies within 30 days from the date on which the DIN of the Directors is reactivated - Application allowed. Issues involved:- Restoration of company under Section 252(3) of the Companies Act, 2013- Reactivation of DIN numbers of disqualified directors for filing defaulted Annual Returns and Financial StatementsAnalysis:1. Restoration of Company under Section 252(3): The Tribunal previously disposed of CA/42/KOB/2020 for restoration of the company with specific directions. The company complied with the directives by filing statutory documents and paying the prescribed costs. However, the issue arose when the Directors' DIN numbers were disqualified, preventing the uploading of the required documents with the ROC. The company argued that the disqualification under Section 164(2) did not apply to the Directors as they were permanent and not liable for re-appointment. The Tribunal reviewed the relevant rules and found no provision for DIN cancellation due to director disqualification.2. Reactivation of DIN Numbers: The applicant sought reactivation of the Directors' DIN numbers for filing defaulted documents. The Tribunal considered the argument presented by the applicant's counsel, referencing a High Court decision emphasizing that a DIN is not required for a person to act as a director. The Court highlighted that the statutory provisions did not support the cancellation or deactivation of DINs for disqualified directors. Relying on this interpretation, the Tribunal ordered the reactivation of the Directors' DIN numbers to enable the company to fulfill its obligations under the Companies Act, 2013.3. Final Orders: Based on the analysis and legal precedents, the Tribunal directed the ROC to reactivate the DIN numbers of the Directors, subject to any fines or penalties for the lapse. The company was instructed to file all necessary documents within 30 days of reactivation. Additionally, the ROC was directed to update their records accordingly. The order was specific to the violations leading to the DIN deactivation and did not preclude further actions for any other offenses committed by the company. Consequently, the Tribunal disposed of the matter, providing a comprehensive resolution to the restoration and reactivation issues.This detailed analysis of the judgment outlines the key issues, legal interpretations, and final directives provided by the Tribunal in the case.