2009 (12) TMI 509 - HC - Companies Law

Restoration of the name of the petitioner-company in the Register of Companies - Held that - It is evident from the materials on the record that the petitioner-company is not a defunct company but continuously carrying on its business although there appears to have been a serious omission in not filing its annual returns after the financial year ending March, 1999 according to the Registrar of Companies and admittedly, since the year 2003-04 according to the petitioner-company itself. In the result, the name of the petitioner-company shall stand restored in the Register of Companies.

Summary

Issues: Restoration of company name in Register of Companies, Compliance with Companies Act, 1956, Non-filing of annual returns, Violation of section 560(3) of the Act, Company's continuous business operation, Quashing of Registrar's order, Restoration of company name, Filing of pending statutory returns, Preservation of enforceable rights.

The judgment addresses the issue of restoration of the petitioner-company's name in the Register of Companies after it was struck off by the Registrar of Companies. The petitioner argued that despite continuous business operation, annual returns were not filed from 2003-04 onwards due to a chartered accountant's failure. The Registrar contended that notices were sent under section 560(1) and (2) of the Companies Act, 1956, due to non-filing of returns, leading to the company's name being struck off. The Court noted a violation of section 560(3) as mandatory requirements were not followed, such as publishing in the Official Gazette and sending a notice before striking off the name. It found the company to be operational, although there were omissions in filing returns. Consequently, the Registrar's order was quashed due to non-compliance with section 560(3), and the company's name was ordered to be restored in the Register of Companies.

Regarding the restoration of the company name, the Court directed the petitioner-company to file all pending statutory returns within three months. It also clarified that any enforceable rights existing before the Registrar's order dated 17-9-2007, would remain enforceable, with the period of limitation not running from that date until the judgment date. The Court allowed the petition, emphasizing the importance of complying with statutory requirements and ensuring the company's continuous operation.