2009 (9) TMI 585 - HC - Companies Law

Restoration of the name of the petitioner-company in the register of companies - Held that - Considering the financial statements of the company it is evident that the company was not defunct and had not become defunct at the time when its name was struck off from the register of companies rather it was carrying on its business activities which had resulted in substantial turnover from year-to-year subject to the fluctuations arising out of the receipt or non-receipt of Government contract which is its main commercial activity. In the said circumstances, it is a fit case where the name of the company ought to be restored to the register of companies learned counsel for the petitioner has also submitted that the company and its directors undertake to file all the outstanding statutory returns and forms within a period of two months upon restoration of the name of the company in the register of companies along with filing of fees and additional fees as per the requirements of the Act and the Rules.

Summary

Issues: Restoration of company name in register of companies

Analysis:
The main issue in this judgment is the restoration of the name of a petitioner-company in the register of companies. The company's name was struck off by the Registrar of Companies (RoC) due to non-compliance with filing annual returns and other documents as required by the Companies Act, 1956. The petitioner argued that the company was not defunct but had failed to file returns due to staff negligence. The RoC, on the other hand, stated that the company did not respond to notices and letters, leading to the decision to strike off the name.

The Court considered the financial statements of the company and noted that it was actively carrying on business activities with substantial turnovers, despite fluctuations in government contracts. The Court found that the company was not defunct at the time its name was struck off. The RoC agreed to restore the name if all statutory returns were filed within thirty days, along with fees and other formalities.

Based on the submissions and circumstances, the Court directed the restoration of the petitioner-company's name in the register of companies. The company and its directors were instructed to file all outstanding statutory returns within two months of restoration, along with necessary fees. The Court also clarified that actions against the company prior to restoration would not be time-barred. The application for restoration was allowed with these directions.