2009 (12) TMI 502 - 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 ₹ 35,000 as costs, payable to the Registrar of Companies within 3 weeks from today, and subject to the completion of all formalities, including 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 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:
Petition seeking restoration of company's name on the Register of Companies under section 560(6) of the Companies Act, 1956.

Analysis:
1. Background of the Company: The petitioner-company, incorporated in 1987, was involved in import, export, wholesale retail dealings, and manufacturing for 21 years.

2. Reason for Striking Off: The Registrar of Companies struck off the company's name due to defaults in filing balance-sheets and annual returns for several years, initiating proceedings under section 560 of the Companies Act, 1956.

3. Petitioner's Contentions: The petitioners claimed the company was active, maintaining requisite documentation, and provided balance-sheets for the relevant years.

4. Address Discrepancy: The petitioner argued that the company did not receive notices due to an incorrect address displayed on the Registrar's website, despite filing Form No. 18 for a change of address, but admitted to not conducting business.

5. Limitation Period: The petition was filed within the 20-year limitation period as per section 560(6) of the Companies Act, 1956.

6. Accounting and Filing Defaults: The company's accounts were audited annually until 2000-01, after which the chartered accountant failed to file returns, leading to the company's name being struck off.

7. No Objection for Revival: The respondent had no objection to the company's revival, subject to filing outstanding statutory documents and payment of fees.

8. Legal Precedent and Decision: Citing a Bombay High Court judgment, the court emphasized the objective of section 560(6) to revive companies for the interests of justice, allowing the petition for restoration but highlighting the need for better compliance.

9. Costs and Formalities: The restoration was subject to payment of costs to the Registrar of Companies, completion of formalities, and payment of any late fees or charges.

10. Final Decision: The impugned order striking off the company's name was set aside, and the company, directors, and members were restored to the Register of Companies under section 560(6) of the Companies Act, 1956.

11. Conclusion: The petition seeking restoration of the company's name on the Register of Companies was allowed, highlighting the importance of statutory compliance and responsibility in ensuring proper filings to avoid such situations in the future.