2020 (6) TMI 722 - Tri - Companies Law

Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252(1) (3) of the Companies Act, 2013 - HELD THAT - The appellant undertook to file all pending returns for the Financial Years 2016-2017 to 2018-2019 along with the filing fees and additional fees, as applicable on the date of actual filing on receipt of Restoration Order and prayed for a direction to ROC for restoring the name of the Company in the Register of Companies, maintained by the ROC, and to allow the appellant to file the pending returns. The Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies - application allowed.

Summary

Issues:
1. Restoration of company name in the Register of Companies after strike off due to default in statutory compliances.

Analysis:
The appellant, a company engaged in chit or kuri business, filed a Company Appeal seeking restoration of its name in the Register of Companies maintained by the Registrar of Companies, Kochi. The appellant company was struck off by the Registrar of Companies due to the inadvertent omission of the Board of Directors in submitting statutory returns for two consecutive years. The appellant contended that the omission was not wilful but inadvertent. The Public Notice for striking off the company was published by the respondent in the official gazette. The appellant undertook to file all pending returns for the relevant financial years and requested restoration of the company's name.

The Registrar of Companies, Kerala, in response, stated that strike off action was taken as per instructions from the Ministry of Corporate Affairs due to the company's failure to file financial statements and annual returns since 2014. The ROC highlighted that the company had violated provisions of the Companies Act by not filing required documents for several financial years. Despite issuing notices to the company and its directors, no response was received. The ROC justified the strike off action as a result of negligence and lack of due diligence on the part of the company's directors in fulfilling statutory duties.

After hearing arguments and reviewing the ROC's report, the Tribunal ordered the restoration of the company's name in the Register of Companies. The appellant was directed to file all statutory documents with prescribed fees within 30 days of restoration. Additionally, a declaration regarding deposits made during demonetization was required. The appellant was instructed to pay a fine of ?25,000 to the Central Government and ensure compliance with the order. The Tribunal allowed filing of annual returns and financial statements for restoration purposes, even if directors were disqualified. The Registrar of Companies was directed to publish the restoration order in the official gazette. The order emphasized that it pertained to specific violations leading to strike off and would not prevent further legal actions for any other offenses committed by the company.

In conclusion, the Company Appeal seeking restoration of the company's name in the Register of Companies was disposed of with the Tribunal's detailed restoration order and compliance instructions for the appellant.