Hariharan K. R. and M. Viswanathan Nair v Union of India
Case Details & Bench
- Court
- High Court of Kerala
- Hon'ble Judges
- N. Nagareesh
- Judgment Date
- 2022-02-10
- Court Decision / Holding
- The petitions are allowed. The Registrar of Companies/Respondents are directed to re-activate the petitioners’ DINs forthwith. However, they are at liberty to cancel or deactivate DINs for any reasons set out in Rule 11. If any company corresponding to the petitioners has been struck off, the petitioners may invoke Section 252 to challenge the striking off and seek available remedies.
- Final Disposition
- Allowed
Parties to the Case
Appellants / Petitioners
- Hariharan K. R.
- M. Viswanathan Nair
Respondents
- Union of India represented by the Secretary, Ministry of Corporate Affairs, New Delhi
- Registrar of Companies, BMC Road, Thrikakkara, Cochin
- Sri V. Gireeshkumar (CGC)
- Sri Manu S (ASGI)
Legal Representation & Advocates
Counsels for Petitioners
- • Adv. Ravikrishnan
Counsels for Respondents
- • Assistant Solicitor General of India (ASG)
- • Sri V. Gireeshkumar (CGC)
- • Sri Manu S (ASGI)
Case Synopsis & Summary
Two writ petitions (WP(C) Nos. 4436 of 2022 and 4439 of 2022) were heard together seeking quash of Ext.P2 and directing restoration of the petitioners’ Director Identification Numbers (DINs) after disqualification under Section 164(2) of the Companies Act, 2013. The petitioners, who were former directors of certain companies, had DINs deactivated because companies under their directorship allegedly failed to file annual returns/financial statements for three consecutive years. They argued that deactivation and disqualification are unlawful or improperly triggered, and prayed for restoration of DINs. The respondents, including the Union of India (Ministry of Corporate Affairs) and the Registrar of Companies, opposed relief on the basis that disqualification under Section 164(2) operates by law and does not require a hearing; they also noted that in at least one related company the name stood struck off. The court relied on Zacharia Maramkandathil Mohan v. Union of India (2021(3) KHC 550) to interpret the interplay of Sections 164(2), 167(1) and amendments made by the Companies (Amendment) Act, 2017. It held that 164(2) and 167(1) are not ultra vires, that 164(2) is not retrospective, and that the amendments are clarificatory and retrospective with a caveat on the phrase “in all the companies.” The court directed re-activation of the petitioners’ DINs forthwith, with liberty for the authorities to cancel under Rule 11 and to challenge any striking off under Section 252.
Provisions of Law Cited
Legal Doctrines & Maxims
- 164(2) and 167(1) are not ultra vires Article 14 or Article 19(1)(g) (Zacharia Maramkandathil Mohan v. Union of India)
- Disqualification under Section 164(2) is by operation of law and generally not subject to a hearing
- 164(2) is not retrospective in operation (except for periods post-2014-15 as clarified)
- Provisos inserted by the Companies (Amendment) Act, 2017 are constitutionally valid and clarificatory, with retrospective effect except the phrase 'in all the companies' (prospective)
- Notice under Section 455(4) is not a sine qua non for applying 164(2) or 167
- DINs are not automatically deactivated solely for the disqualification under 164(2)
- Where a company is struck off, remedies under Section 252 to challenge strike-off remain available
Submissions & Arguments
Contentions of Appellants / Petitioners
The petitioners contended that their DINs were deactivated due to disqualification under Section 164(2) for defaults of certain companies, and urged quashing of Ext.P2 and restoration of their DINs. They asserted that disqualification should not automatically preclude reappointment and that the statutory framework, including the 2017 amendments, should be interpreted to protect their ongoing status as directors where defaults occurred long ago or where due process was not followed. They relied on the ruling in Zacharia Maramkandathil Mohan to argue for a favorable interpretation and restoration of DINs.
Contentions of Respondents
The respondents argued that disqualification under Section 164(2) operates by operation of law, requiring no hearing, and that defaults in filing returns/financial statements from 2014-15 onward justify deactivation of DINs. They cited Green Apple Pyro Energy Pvt. Ltd. (name struck off) to illustrate consequences, and contended that the petitioners’ case is squarely governed by controlling authorities such as the Zacharia decision. They requested dismissal of the reliefs sought and preservation of the status quo, subject to applicable rules and potential future action under Rule 11 or Section 252.
Cited Precedents (1)
| Case Name | Citation | Treatment | Explanation |
|---|---|---|---|
| Zacharia Maramkandathil Mohan and others v. Union of India and others | 2021(3)KHC 550 | Positive | Cited as controlling authority in support of the interpretation that 164(2) and 167(1) are not ultra vires and that DINs can be reactivated under the clarified statutory framework. |
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