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2021 (3) TMI 594 - HC - Companies LawDisqualification of Directors - non-filing of financial statements or annual returns for any continuous period of three financial years - non-compliance/default under Section 164(2)(a) of the Companies Act, 2013 - company's name has been struck off from the Register of Companies - HELD THAT - In terms of the judgment in ANJALI BHARGAVA AND ANR VS UNION OF INDIA AND ANR 2020 (12) TMI 1217 - DELHI HIGH COURT the Petitioners would fall in category d . Further, since the disqualification of the Petitioners is prior to 7th May, 2018, the Petitioners would also fall in category a . In terms of the judgment in MUKUT PATHAK ORS., YOGESH KHANTWAL, AARTI KHANTWAL, AND VINEET WADHWA VERSUS UNION OF INDIA AND ANR. 2019 (11) TMI 319 - DELHI HIGH COURT , the DINs and DSCs of the Petitioners shall be re-activated within a period of ten days. If, in addition, the Petitioners wish to seek restoration of the struck off company, the Petitioners are permitted to seek their remedies in accordance with law before the NCLT. Petition disposed off.
Issues involved:
1. Disqualification of directors under Section 164(2)(a) of the Companies Act, 2013 for non-compliance. 2. Legal position regarding the activation of DIN/DSC numbers of directors of defaulting companies. 3. Application of the Companies Fresh Start Scheme-2020 to disqualified directors. 4. Restoration of struck off companies by the Registrar of Companies and NCLT jurisdiction. Analysis: Issue 1: Disqualification of directors under Section 164(2)(a) The petitioners, who were directors in a company, were disqualified due to non-compliance with the Companies Act, 2013, specifically for not filing financial statements or annual returns for three consecutive financial years. Their DINs and DSCs were deactivated, and the company was struck off from the Register of Companies. The petitioners sought to start a new business despite their disqualification. Issue 2: Legal position on activation of DIN/DSC numbers The court referred to the legal position established in a previous judgment regarding the activation of DIN/DSC numbers of directors of defaulting companies. The judgment categorized directors into four groups based on disqualification timelines and the status of the companies they were associated with. It clarified the implications of the proviso to Section 167(1)(a) of the Companies Act, 2013, concerning the vacancy of directorship in multiple companies. Issue 3: Application of the Companies Fresh Start Scheme-2020 The court analyzed the application of the Companies Fresh Start Scheme-2020 (CFSS-2020) to disqualified directors, emphasizing the scheme's purpose to provide a fresh start for defaulting companies and their directors. It highlighted the opportunity provided by the scheme for directors of struck off companies to be appointed in new companies after a substantial period of disqualification, aligning with the scheme's objective of facilitating a clean slate for companies amidst the COVID-19 pandemic. Issue 4: Restoration of struck off companies The Registrar of Companies informed the court about the expiration of CFSS-2020 and the consideration of restoration for struck off companies willing to file their annual returns and balance sheets. The court directed the reactivation of DINs and DSCs of the petitioners within a specified period and permitted them to seek restoration of the struck off company through legal remedies before the NCLT, in accordance with previous judgments and the applicable laws. In conclusion, the judgment addressed the disqualification of directors, the legal framework for reactivating DIN/DSC numbers, the application of CFSS-2020 to disqualified directors, and the restoration process for struck off companies, providing a comprehensive analysis and directives for the petitioners' case.
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