2015 (12) TMI 1845 - HC - Companies Law

Seeking restoration of name of Company in the register of companies maintained by the Registrar of Companies - Section 560(6) of the Companies Act, 1956 - HELD THAT - The notice in respect of action under Section 560 was not sent to the registered office of the company. Consequently, the condition precedent for the initiation of proceedings to strike off the name of petitioner from the Register maintained by the respondent was not satisfied - Looking to the fact that the petitioner is stated to be a running company; and that it has filed this petition within the stipulated limitation period, and to the decision of the Bombay High Court in PURUSHOTTAMDASS VERSUS REGISTRAR OF COMPANIES 1984 (4) TMI 247 - HIGH COURT OF BOMBAY ; it is only proper that the impugned orderof the respondent dated 23.06.2007, which struck off the name of the petitioner from the Register of Companies, be set aside. Looking to the fact that annual returns and balance sheets were not filed for almost twelve years, the primary responsibility for ensuring that proper returns and other statutory documents are filed, in terms of the statute and the rules, remains that of the management. The restoration of the company's name to the Register maintained by the Registrar of Companies will be subject to payment of costs of ₹ 22,000/- to be paid to the common pool fund of the Official Liquidator - petition allowed.

Summary

Issues:
1. Restoration of company's name in the register of companies under Section 560(6) of the Companies Act, 1956.

Analysis:
1. The petitioner, a company limited by shares, filed a petition seeking restoration of its name in the register of companies maintained by the Registrar of Companies, as the respondent initiated proceedings to strike off the name due to defaults in statutory compliances.

2. The respondent alleged non-filing of Annual Returns and Balance Sheets, following the procedure under Section 560 of the Companies Act, 1956, with notices sent to the registered office address. The petitioner contended it had been functioning, carrying on business, and preparing annual accounts, relying on financial documents for the years in question.

3. The petitioner claimed non-receipt of required notices and lack of opportunity to be heard before the name strike-off. The respondent argued that notices were sent to an incorrect address due to lack of proof of address change intimation by the petitioner.

4. Both parties acknowledged the petition's timeliness under Section 560(6) of the Act. The petitioner emphasized annual accounts preparation and auditing, attributing the default to the Chartered Accountant's failure to file necessary documents.

5. The petitioner submitted 'No Objection' certificates from directors for restoration, with the respondent expressing no objection subject to filing all outstanding statutory documents and fees. The Court referred to previous judgments emphasizing the opportunity for revival within 20 years if restoration is in the interest of justice.

6. The Court found the non-satisfaction of the condition precedent for strike-off proceedings due to potential non-delivery of notices, setting aside the respondent's order. However, it highlighted the petitioner's responsibility for statutory compliances and ordered restoration subject to costs and formalities within 8 weeks.

7. Liberty was granted to the respondent for penal action if necessary, addressing the petitioner's alleged non-compliance with the Act's provisions. The petition was disposed of, with the company's name, directors, and members restored to the register as per Section 560(6) of the Companies Act, 1956.