2019 (12) TMI 1441 - Tri - Companies Law

Restoration of the name of Company in the Register of Companies maintained by the Registrar of Companies - section 252(3) of the Companies Act, 2013 - HELD THAT - Section 252(3) of the Companies Act, 2013 enables a Company or any Member or Creditor or workman, who feels aggrieved by an order striking off the Company from the Register of Companies, can file an Application within 20 years from the publication in the Official Gazette of the notice under sub-section (5) of section 248 of the Act. In the case on hand, the name of the Company, Narayan Infrastructure Private Limited, was struck off from the Register of Companies on 21-6-2017. This Appeal was filed on 9-7-2019. Therefore, this Appeal is within time - This is not an Appeal filed by the Company itself for restoration of its name. It is a case where the Shareholders of the Company is asking for restoration of the name of the Company which was struck off in a suo motu action under the provisions of section 248(1)(c) of the Companies Act, 2013, due to failure in filing of its statutory returns for a continuous period of more than two years of the company viz Narayan Infrastructure Private Limited. Therefore, if there are grounds to restore the Company, there is no legal impediment to restore its name in the Register of Companies. It is stated in the Appeal that Narayan Infrastructure Private Limited is carrying on its business and operation. This Tribunal feels it just that the name of the Company be restored with the Register of Companies and accordingly order for restoration of the name of the Company to the Register of Companies. Appeal is allowed directing the Registrar of Companies, Gujarat, Dadra Nagar and Haveli to restore the name of Narayan Infrastructure Private Limited in the Register of Companies.

Summary

Issues:
- Restoration of the name of a company in the Register of Companies due to defaults in statutory compliances.
- Grounds for seeking restoration of the company.
- Maintainability of the appeal filed by shareholders under section 252(3) of the Companies Act, 2013.
- Compliance requirements for restoration of the company's name.
- Observations regarding charges on the company, director disqualifications, and need for clarifications.
- Decision on restoration of the company's name and associated conditions.

Analysis:

The case involves an appeal seeking the restoration of a company's name in the Register of Companies due to defaults in statutory compliances. The company, represented by its shareholders, was struck off the register for failure to file financial statements and annual returns. The shareholders argued that the company remained active, faced financial crises, and lacked professional guidance for statutory filings, leading to inadvertent mistakes.

The grounds for seeking restoration included procedural irregularities by the Registrar of Companies, the company's continuous operation, lack of show cause notice, and compliance within the limitation period under Section 252(3) of the Companies Act, 2013. The shareholders contended that the company's assets were intact, it was functional, and the non-filing of documents was unintentional.

The appeal was found maintainable as per Section 253(3) since it was filed by shareholders of the de-registered company within the stipulated time frame. The Tribunal noted that restoration was permissible if there were grounds to support it, especially considering the company's ongoing business activities. Compliance requirements were outlined, including filing pending statutory returns, imposing costs for negligence, and adhering to specified sections of the Companies Act.

Observations revealed existing charges on the company, director disqualifications, and the need for clarifications on certain financial aspects. The Registrar of Companies expressed no objection to restoring the company's name, leading the Tribunal to order the restoration. The decision directed the Registrar to restore the company's name, subject to compliance with specified conditions, such as filing overdue returns, publishing notices, and paying costs to the Ministry of Corporate Affairs.

In conclusion, the Tribunal allowed the appeal, ordering the restoration of the company's name in the Register of Companies, provided the outlined conditions were met within the specified time frame.