2009 (12) TMI 500 - HC - Companies Law

Restoration of the name of the company on the Register of Companies maintained by the Registrar of Companies Held that - Restoration of the company s name to the register maintained by the Registrar of Companies will be subject to the payment of ₹ 22,000 as costs, payable to the Registrar of Companies within three weeks from today, and subject to the completion of all the formalities, including the payment of any late fee or any other charges which are leviable by the Registrar of Companies for the late deposit of statutory documents. The impugned order for striking off the name of the petitioner-company shall then stand set aside. The name of the petitioner-company, its directors and members shall, as a consequence, stand restored to the register of the Registrar of Companies, as if the name of the company had not been struck off, in accordance with section 560(6) of the Companies Act, 1956.

Summary

Issues:
- Restoration of company's name on the Register of Companies under section 560(6) of the Companies Act, 1956.
- Default in statutory compliances leading to striking off the company's name from the register.
- Submission of audited annual accounts and other documents by the petitioner.
- Lack of show-cause notice and opportunity of being heard before striking off the name.
- Petition filed within the limitation period of 20 years.
- Company's engagement of chartered accountants for filing returns.
- No serious objection from the respondent for revival of the company.
- Requirement of payment of costs for restoration of the company's name.

Analysis:
The judgment deals with a petition under section 560(6) of the Companies Act, 1956, seeking the restoration of a company's name on the Register of Companies. The company had been incorporated as a private limited company engaged in the business of industrial control components. The Registrar of Companies struck off the company's name due to defaults in statutory compliances, specifically the failure to file annual accounts and returns from March 31, 2005, onwards.

The petitioner submitted audited annual accounts up to March 31, 2008, demonstrating that the company was operational and had not been defunct. Details of sales figures and various registrations were also provided to support this claim. It was highlighted that the company was unaware of its name being struck off until an attempt to file annual returns in October 2008.

The petition was filed within the limitation period of 20 years as per the Companies Act, 1956. The petitioner's reliance on a firm of chartered accountants for filing returns was mentioned, noting the failure of the firm to comply with filing requirements from 2005 onwards. The respondent did not object to the company's revival, subject to the submission of outstanding documents and payment of applicable fees.

The judgment referenced a decision by the Bombay High Court emphasizing the objective of section 560(6) to provide an opportunity for companies to revive within 20 years if deemed necessary in the interests of justice. The court allowed the petition for restoration of the company's name, subject to the payment of costs to the Registrar of Companies and completion of all formalities, including any late fees. Upon compliance, the name of the company, its directors, and members would be restored to the register as if the name had not been struck off.