2016 (8) TMI 129 - HC - Companies Law

Restoration of name in the register of companies maintained by the Registrar of Companies - Held that - Under the circumstances, it is entirely possible that the respondent had sent notices under S.560 to the petitioner on the old address of its registered office and the same may not have been received by the petitioner. 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 t is only proper that the impugned order of the respondent dated 23.06.2007, which struck off the name of the petitioner from the Register of Companies, be set aside. At the same time, however, there is no gainsaying the fact that a greater degree of care was certainly required from the petitioner company in ensuring statutory compliances. Looking to the fact that annual returns and balance sheets were not filed for almost fourteen 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. Accordingly, the petition is allowed. 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, and the completion of all formalities, including payment of any late fee or any other charges which are leviable by the respondent for the late deposit of statutory documents within 8 weeks; the name of the petitioner company, its directors and members shall, stand restored to the Register of the respondent, as if the name of the company had not been struck off, in accordance with S.560(6) of the Companies Act, 1956.

Summary

Issues:
1. Restoration of company's name in the register of companies under Section 560(6) of the Companies Act, 1956.
2. Compliance with statutory requirements for restoration.
3. Notice and opportunity of being heard before striking off the company's name.
4. Address discrepancy and communication issues.
5. Period of limitation for filing the petition.
6. Conditions for restoration and costs involved.
7. Possibility of penal action for non-compliance with statutory provisions.

Analysis:

1. The petitioner, Ascot Shoes Private Limited, filed a petition under Section 560(6) of the Companies Act, 1956, seeking restoration of its name in the register of companies maintained by the Registrar of Companies.

2. The respondent initiated proceedings to strike off the petitioner's name due to defaults in statutory compliances, specifically non-filing of Annual Returns and Balance Sheets after 2002. The petitioner claimed to be an active company and submitted certified copies of annual returns and balance sheets to support its claim.

3. The petitioner alleged not receiving notices or an opportunity to be heard before its name was struck off. The petitioner also highlighted the absence of documents on record pertaining to the basis on which the respondent concluded that the company was not carrying on business.

4. Address discrepancies were noted, with the respondent claiming that notices were sent to an incorrect address. The petitioner failed to provide proof of intimation of the change of its registered office address to the respondent.

5. The counsel for the petitioner asserted that the petition fell within the period of limitation stipulated by Section 560(6) of the Companies Act, 1956.

6. The respondent did not object to the restoration of the petitioner's name, subject to the filing of all statutory documents, payment of fees, and submission of 'No Objection' certificates from directors. The judgment cited previous cases emphasizing the importance of restoration for the company's members and creditors.

7. The court allowed the petition for restoration, subject to payment of costs and completion of formalities within 8 weeks. The company's name, directors, and members were to be restored to the register as if the name had not been struck off. The respondent was granted liberty to proceed with penal action for alleged non-compliance with Section 162 of the Companies Act, 1956.

This detailed analysis covers the key issues and the court's decision in the judgment regarding the restoration of the company's name in the register of companies.