2021 (1) TMI 226 - Tri - Companies Law

Seeking direction of RoC to activate the DIN Number - 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 - As regards the activation of DIN of the Directors having satisfied with the submissions made by the applicant this Tribunal came to the conclusion that it would be just and proper to order reactivation of the DIN Numbers of the Directors namely Mr. Bijosh Paul and Mrs. Neena Chandy to enable the Appellant Company 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. Bijosh Paul and Mrs. Neena Chandy 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 DINs of the Directors are reactivated - After duly complying with the above directions the Registrar of Companies Kochi is directed to update their system records with correct status in respect of the Appellant Company and its Directors. Application disposed off.

Summary

Issues:
1. Restoration of company's status and activation of DIN numbers.
2. Disqualification of directors under Section 164(2) of the Companies Act, 2013.
3. Interpretation of Rule 8 of Director Identification Number Rules, 2006 and Rule 11 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
4. Authority of the Registrar of Companies to deactivate DIN.
5. Tribunal's jurisdiction to enforce orders.

Analysis:
1. The Tribunal had previously issued directions for the restoration of the company's status and activation of DIN numbers, which included filing statutory documents and paying costs to the government. The company complied with these directions, but the Registrar of Companies (RoC) refused to allow uploading of defaulted documents due to directors' disqualification under Section 164(2) of the Act.

2. The Applicant argued that the disqualification did not apply as the directors were permanent and not holding directorship in any other company. The Applicant contended that Rule 8 and Rule 11 of the relevant rules did not empower the RoC to cancel or deactivate DIN for director disqualification. The Tribunal noted the absence of RoC's reply and proceeded to decide the matter.

3. The learned counsel referred to relevant judgments to argue that the RoC could only deactivate DIN by following the Rules. After considering the submissions and judgments, the Tribunal concluded that reactivating the DIN numbers of the directors was necessary for the company to file required documents under the Companies Act, 2013.

4. The Tribunal ordered the RoC to reactivate the DIN numbers of the directors, subject to any fines or penalties for the lapse. The company was directed to file all statutory documents within 30 days of reactivation. The RoC was instructed to update system records accordingly and take appropriate actions for any other violations committed.

5. The Tribunal relied on Section 424(3) of the Companies Act, 2013 to enforce its order, emphasizing the RoC's duty to comply with the directions given. The judgment clarified that it was specific to the violations leading to DIN deactivation and did not prevent the RoC from taking further actions as per the law.

This detailed analysis of the judgment highlights the issues involved, the arguments presented, and the Tribunal's decision, ensuring a comprehensive understanding of the legal aspects and implications discussed in the case.