2016 (9) TMI 167 - HC - Companies Law

Restoration of the company s name - Held that - The respondent had sent notices under S.560 to the petitioner on the address of its registered office but the same may not have been received by the petitioner. 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 and Anr. (Bulakidas Mohta Co. P. Ltd.) v. Registrar of Companies, Maharashtra, & Ors. (1984 (4) TMI 247 - HIGH COURT OF BOMBAY ); it 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 seventeen 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 name in the register of companies under Section 560(6) of the Companies Act, 1956.

Detailed Analysis:

Issue 1: Restoration of Company Name
The petitioner, Apra Automobiles Private Limited, filed a petition seeking restoration of its name in the register of companies maintained by the Registrar of Companies under Section 560(6) of the Companies Act, 1956. The company was incorporated on 31.05.1995 with the objective of engaging in various business activities related to motor vehicles and commercial properties. The respondent initiated proceedings to strike off the company's name due to defaults in statutory compliances, specifically non-filing of Annual Returns and Balance Sheets after 1999. The petitioner claimed to have been actively carrying on its business, supported by documents such as licenses, collaboration agreements, and land ownership for commercial activities. The petitioner alleged not receiving any notices or opportunities for being heard before the name was struck off under Section 560(5) by the respondent. The respondent, however, mentioned discrepancies in the registered office address and the actual working location of the company, highlighting the lack of proof of intimation of address change to the respondent.

In the judgment, it was noted that the petitioner filed the petition within the limitation period specified by Section 560(6) of the Companies Act, 1956. The respondent expressed no objection to the restoration of the company's name subject to the petitioner fulfilling requirements such as filing statutory documents, annual returns, balance sheets, and paying applicable fees. Citing a previous decision by the Bombay High Court, the court emphasized the importance of giving companies an opportunity to revive within a specified period. The court acknowledged the need for the petitioner to ensure statutory compliances, especially regarding annual returns and balance sheets not filed for almost seventeen years. Despite this, the court allowed the petition, ordering the restoration of the company's name upon payment of costs and completion of formalities within eight weeks. The judgment also granted liberty to the respondent to take penal action against the petitioner for any other alleged defaults in compliance with the Companies Act, 1956 and Rules, including Section 162.

In conclusion, the court allowed the petition for restoration of the company's name, subject to specified conditions, highlighting the importance of statutory compliances and the responsibility of management in fulfilling legal obligations under the Companies Act, 1956.