2018 (2) TMI 1132 - Tri - Companies Law

Restoration of the name of the Applicant Company to the Register maintained by the concerned RoC - Held that - We allow the Application and order for restoration of the name of the Applicant Company to the Register maintained by the concerned RoC. We direct the Applicant Company to deliver a certified copy of this Order to the Registrar of Companies within 30 days from the date of this order. On such delivery, the concerned Registrar of Companies shall in his official name and seal, publish the Order in the Official Gazette, as prescribed. We direct the Applicant Company to file all pending Financial Statements and Annual Returns with the concerned Registrar of Companies by making compliance with the requirements prescribed under the provisions of the Companies Act, 2013 and the Rules made thereunder within the time as may be granted by the concerned Registrar of Companies. The Applicant Company is further directed to submit an Undertaking to the Registrar of Companies stating therein that the accounts of the Company were not used as means to transact tainted money during the period of demonetization. We impose fine to the tune of ₹ 10,000/- on the Applicant Company which shall be disbursed to the concerned Office of the Registrar of Companies as per the procedure prescribed for the purpose of the expenses to be incurred by the Registrar of Companies for processing the case file of the Applicant Company for getting the name of the Company restored to the Register of the Companies.

Summary

Issues involved:
Company Application under Section 252(3) of the Companies Act, 2013 for restoration of name of Applicant Company to Register of Companies.

Detailed Analysis:

1. Background and Application: The Applicant Company, a private limited entity, filed a Company Application seeking restoration of its name in the Register of Companies maintained by the Registrar of Companies. The Applicant Company was incorporated under the Companies Act, 1956, with specific objectives related to acquisitions, ownership, and management of various business-related assets and activities.

2. Non-compliance and Strike-off: The Applicant Company admitted to failing to file annual returns for four consecutive years with the Registrar of Companies, leading to its name being struck off under Section 248(5) of the Companies Act, 2013. The Applicant Company expressed its intention to rectify this oversight by filing all outstanding statutory statements upon restoration.

3. RoC's Report and Response: The Registrar of Companies submitted a report stating that the Applicant Company had filed balance sheets and annual returns up to a certain financial year but subsequently ceased filing. The RoC initiated action under Section 248(1) for striking off the company's name, leading to its publication in the Official Gazette. The RoC expressed no objection to restoring the name of the Applicant Company.

4. Judicial Decision: After hearing arguments from both parties, the Tribunal allowed the Application for restoration of the Applicant Company's name in the Register of Companies. The Applicant Company was directed to submit a certified copy of the Order to the RoC for publication in the Official Gazette. Additionally, the Applicant Company was mandated to file all pending financial statements and annual returns within the specified timeframe.

5. Additional Requirements and Fine: The Applicant Company was further instructed to provide an Undertaking to the RoC ensuring compliance with anti-money laundering regulations during the demonetization period. A fine of ?10,000 was imposed on the Applicant Company, to be disbursed to the RoC for processing the restoration of the company's name in the Register of Companies.

6. Conclusion: The Tribunal disposed of the Application, emphasizing the importance of regulatory compliance and timely submission of statutory documents. The detailed directives aimed to ensure the Applicant Company's adherence to legal obligations and financial transparency moving forward.