2015 (2) TMI 757 - HC - Companies Law

Revival of the Company - Petitioner Company has not filed its statutory documents since its incorporation - When the documents i.e., Annual Returns and Balance Sheet, etc., were sought to be filed on website of the Ministry of Corporate Affairs, the Directors came to know that name of the Petitioner Company has been struck of for the failure to file requite statutory documents. - Held that - The Petitioner Company has filed its affidavit that the non-filing of the aforesaid Annual Return and the Balance Sheets was because the part time Accountant of the Petitioner Company, who was dealing with the aforesaid work, left the employment of the Petitioner Company. In view of the Affidavit filed by the Petitioner Company, the Registrar of Companies does not have any objection with the restoration of the name of the company subject to the filing of all statutory documents i.e., Annual Returns from the years 1999 to 2013 and Balance Sheets as on 2000, 2003 to 2013 and also the other documents with the requisite fee as well as additional fee as applicable on the date of actual filing of the documents. The petition is allowed subject to payment of costs of ₹ 75,000/-, the name of the Petitioner Company is restored on the Register of the Registrar of Companies subject to the Company filling all the statutory documents and returns for the outstanding period along with the prescribed fees in accordance with the law. - On receipt of the cost, the Registrar of Companies shall change the status of the company as Active . - Decided in favor of appellants.

Issues: Restoration of Company Name under Section 560(6) of the Companies Act, 1956

Detailed Analysis:

Issue 1: Petition for Restoration of Company Name
The petition was filed under Section 560(6) of the Companies Act, 1956 for the restoration of the name of the company M/s Posh Exports (P) Ltd in the Register of the Registrar of Companies. The Petitioner Company, incorporated in 1997, had its name struck off due to failure to file requisite statutory documents.

Issue 2: Grounds for Restoration
The Petitioner Company contended that it had been continuously engaged in business since incorporation, dealing with Textile, Fabrics, Handloom & General Goods. The decision to seek revival was prompted by the potential for good business in the construction segment. The Board of Directors acknowledged the oversight in not filing necessary documents and committed to rectifying the non-compliance.

Issue 3: Registrar's Response and Non-Compliance
The Registrar of Companies had struck off the company's name for non-filing of Annual Returns and Balance Sheets from 1999 to 2006. The Petitioner Company attributed this lapse to the departure of the part-time accountant responsible for the filings. The Registrar disputed the Petitioner's claim of following due procedure before striking off the name.

Issue 4: Conditions for Restoration
Upon submission of an affidavit by the Petitioner Company explaining the non-filing, the Registrar did not object to restoration, subject to the filing of all outstanding statutory documents from 1999 to 2013 and payment of prescribed fees. The court allowed the petition for restoration on the condition of paying costs amounting to Rs. 75,000 within two weeks.

Issue 5: Restoration and Compliance
With the payment of costs, the name of the Petitioner Company would be restored on the Register of the Registrar of Companies, changing its status to "Active." The company was required to fulfill all statutory compliances by filing the necessary documents with the requisite fees and additional charges as applicable.

In conclusion, the petition for restoration of the company name under Section 560(6) of the Companies Act, 1956 was allowed, contingent upon meeting the specified conditions and payment of costs. The judgment emphasized the importance of statutory compliance and rectifying non-filing discrepancies to ensure the company's legal standing and operational continuity.

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