2010 (4) TMI 1189 - HC - Companies Law

Summary

Issues:
- Restoration of company name under S.560(6) of the Companies Act, 1956.
- Default in statutory compliances leading to striking off the company's name from the Register of Companies.
- Lack of show cause notice and opportunity of being heard before the action.
- Discrepancy in the registered office address possibly affecting receipt of notices.
- Petitioner's claim of active operations and maintenance of requisite documentation.
- Petitioner's assertion of ignorance regarding non-filing of returns by secretarial staff.
- Objection-free revival of the petitioner company by the respondent.
- Interpretation of S.560(6) for revival within the 20-year limitation period.
- Precedents emphasizing revival opportunities for companies struck off.
- Consideration of facts indicating lack of notice satisfaction for striking off proceedings.
- Granting of petition for restoration subject to compliance with outstanding requirements.
- Permission for penal action against the petitioner company for alleged non-compliance.

Detailed Analysis:

1. The petition sought restoration of the petitioner company's name under S.560(6) of the Companies Act, 1956, after it was struck off the Register for defaults in filing annual returns and balance sheets.

2. The Registrar of Companies initiated strike-off proceedings following prescribed procedures under S.560, including issuing necessary notices and publishing the company's name in the Official Gazette.

3. The petitioner contended that the company remained active and compliant, submitting evidence of audited accounts, income tax returns, and director appointment/resignation filings for the relevant period.

4. Allegations were made that the company did not receive a show cause notice or an opportunity to be heard before its name was struck off, raising procedural fairness concerns.

5. A discrepancy in the registered office address was highlighted, potentially affecting the receipt of official communications and leading to lapses in compliance.

6. The petitioner claimed ignorance regarding the non-filing of returns by the secretarial staff, attributing the oversight to the staff's failure to disclose the lapse to the directors until later.

7. The respondent did not object to the company's revival, subject to the petitioner fulfilling all outstanding statutory requirements and payment of applicable fees.

8. Precedents were cited, emphasizing the purpose of S.560(6) to provide companies, members, and creditors with a chance to revive within the 20-year limitation period in the interest of justice.

9. Considering the facts and procedural lapses, the court found that the conditions for initiating strike-off proceedings were not entirely met, and the company's functioning status supported its restoration.

10. The petition was allowed, contingent upon the petitioner completing all necessary formalities, including late fee payments, to have the company's name, directors, and members restored to the Register as if not struck off.

11. The respondent was granted liberty to pursue penal action against the petitioner for alleged non-compliance with S.162 of the Companies Act, 1956.

12. The judgment concluded with the disposal of the petition, affirming the restoration of the petitioner company's name to the Register with specified conditions and permissions for further actions.