2019 (9) TMI 1530 - Tri - Companies Law

Seeking restoration of the name of the Company in the Register of Companies maintained by the Respondent Registrar of Companies - Section 252(3) of the Companies Act 2013 - HELD THAT - The Company was carrying on business and was in operation on the date of striking off of its name from the Register. However the reason of admitted default in statutory filing for the F.Y. 2012 2013 and 2014 that it were not made because of the Company had hired one employee who was made responsible for dealing in compliance matters of the Company however he did not disclose this fact to the Company and after two-three years he resigned and left the service he did not reveal this fact to the directors of the Company is not tenable. Though it has been submitted by the Respondent that it had issued notice under section 248 of the Act however it has not produced a copy of the notice claimed to be issued proof of delivery of the notice tracking report or any such document to support its contention. It is thus not established that the Respondent had complied with the statutory requirement under the said Act before striking off the name of the Company. Where it is clear that the Company was in operation at the time of striking off and it continues to be in operation even though the reason given for not filing the Annual Return and Balance Sheet for the said Financial Years and due to lack of proof and strong opposition from the side of Respondent the Application deserves to be allowed - Application allowed.

Summary

Issues Involved:
Appeal under Section 252(3) of the Companies Act, 2013 for restoration of the company's name in the Register of Companies.

Detailed Analysis:

1. Allegations by the Appellant:
The Appellant company filed an appeal for restoration of its name in the Register of Companies after it was struck off by the Registrar of Companies (ROC), Bihar. The Appellant claimed that all annual filings were up to date except for the years 2012, 2013, and 2014 due to an employee's non-disclosure of compliance matters, leading to the company's unawareness of the issue.

2. ROC's Response:
The ROC Bihar stated that notices were issued to the Appellant regarding non-filing of annual returns, and subsequent actions were taken as per Section 248 of the Companies Act, 2013, resulting in the company's name being struck off. The ROC expressed willingness to restore the company's name upon fulfillment of legal requirements and payment of additional fees.

3. Income Tax Authority's Reply:
The Income Tax Authority confirmed the Appellant's tax filings but noted missing returns for certain assessment years. No pending proceedings or outstanding demands were reported against the Appellant.

4. Tribunal's Findings:
The Tribunal acknowledged the Appellant's business operations at the time of the name strike-off but found the reason for non-filing in 2012-2014 inadequate. Lack of evidence of notice issuance by the ROC before striking off the name raised doubts about compliance with statutory requirements.

5. Tribunal's Decision:
Considering the circumstances and the Appellant's operational status, the Tribunal ordered the restoration of the company's name in the Register of Companies. The Appellant was directed to file pending documents within 45 days and comply with prescribed fees. The ROC was instructed to publish the order in the official Gazette and allowed further actions for any other violations.

In conclusion, the Tribunal granted the appeal, emphasizing compliance with legal requirements and restoration of the company's active status in the Register of Companies.