2010 (4) TMI 599 - HC - Companies Law

Restoration of the name of the petitioner No. 1 on the Register of Companies maintained by the Registrar of Companies seeked - Held that - Counsel for the respondent does not have any objection to the restoration of the company s name to the Register of Registrar of Companies, subject to the petitioners filing all outstanding statutory documents, i.e., annual returns made up to 30-9-2003 to 30-9-2005 and 30-9-2007, balance sheets as at 31-3-2003 to 31-3-2005 and 31-3-2007, along with the filing and additional fee, as applicable on the date of actual filing. The certificates of No Objection of the Directors, as well as those of the shareholders, to the restoration of the name of the company to the Register maintained by the respondent, have been placed on record as well. Accordingly, this petition deserves to be allowed. The restoration of the company s name to the Register maintained by the Registrar of Companies will be subject to the completion of all formalities, including payment of any late fee or any other charges which are leviable by the respondent for the late deposit of statutory documents.

Summary

Issues:
Restoration of company's name on the Register of Companies under section 560(6) of the Companies Act, 1956.

Analysis:
The petition was filed seeking restoration of the petitioner No. 1's name on the Register of Companies maintained by the Registrar of Companies under section 560(6) of the Companies Act, 1956. The company, M/s. Himalaya Packaging & Printing (P.) Ltd., was incorporated in 1995 but had its name struck off the Register due to defaults in statutory compliances. The respondent initiated proceedings under section 560 for this purpose, following the prescribed procedure and issuing necessary notices. The petitioners claimed that the company had been active since incorporation and had maintained all requisite documentation as per the Companies Act, 1956. They alleged that certain lapses occurred due to clerical mistakes and changes in the registered office address not being updated effectively with the respondent.

The petitioners contended that they did not receive show-cause notices or opportunities to be heard before the respondent took action. They highlighted that despite engaging a Chartered Accountant for filing returns, certain documents were not submitted due to mistakes. The petitioners also mentioned that they became aware of the company's name being struck off only in 2007. The counsel for the respondent did not object to the restoration of the company's name subject to the filing of outstanding statutory documents and payment of applicable fees. Certificates of 'No Objection' from directors and shareholders were submitted.

Referring to a previous case, the judgment emphasized the objective of section 560(6) to provide a chance for companies to revive within 20 years if restoration is deemed necessary in the interests of justice. The court noted the possibility that notices regarding striking off the name may not have reached the company's registered office, thus not fulfilling the conditions for such action. Considering the functioning status of the company and the legal precedent, the court decided to set aside the order striking off the company's name and allowed the petition for restoration. The restoration was subject to completion of formalities and payment of any applicable charges. The judgment granted liberty to the respondent to take necessary action for alleged defaults in compliance with the Companies Act, 1956.

In conclusion, the petition seeking restoration of the company's name on the Register of Companies was allowed, subject to compliance with statutory requirements and payment of fees. The judgment highlighted the importance of procedural fairness and the need to balance legal compliance with the opportunity for companies to rectify mistakes and continue operations in the interests of justice.