2019 (8) TMI 881 - Tri - Companies Law

Restoration of the name of the Company which has been struck off by the Registrar of Companies, West Bengal - Section 252(1) of the Companies Act, 2013 - HELD THAT - It is noted that the Company is having regular operations and have got substantial revenue therefrom. Hence, it can be safely concluded that the Company is in operation. This fact is also corroborated by the various licences/Bank statements as well as the copies of Income Tax returns submitted by the Appellant. However, no plausible reasoning has been given for non-filing of returns which set Office of the Registrar of Companies into action for striking off the name of the Company, nor the Company gave reply to the notice issued by the Registrar of Companies - Hence, it is a fit case for imposing cost of ₹ 25,000/- for each year of default so that such recurrence can be avoided and a culture of compliance of statutory requirement in time, is brought in. The Registrar of Companies, the respondent herein, is ordered to restore the original status of the Appellant Company as if the name of the company has not been struck off from the Register of Companies with resultant and consequential actions like changing status of Company from 'strike off' to Active; activating DIN Nos. etc. - Appeal disposed off.

Issues involved:
Appeal for restoration of company name struck off by Registrar of Companies under Section 252(1) of the Companies Act, 2013.

Detailed Analysis:

1. Background and Facts:
The appeal was filed by a Shareholder/Director of a company seeking restoration of its name after being struck off by the Registrar of Companies, West Bengal. The company was incorporated as a Private Limited Company with valid registrations and filings up to the financial year 2014. However, subsequent annual returns were not filed, leading to the striking off of the company's name.

2. Contentions of the Parties:
The Appellant's representative argued that the company had running operations and outstanding external creditors, justifying the restoration. In contrast, the Deputy Registrar of Companies emphasized non-filing of financial statements as the reason for striking off the name, indicating that the company was not carrying on business or in operation.

3. Judgment and Decision:
After considering submissions from both parties, the Tribunal noted that the company had regular operations with substantial revenue, indicating its operational status. However, the lack of reasoning for non-filing of returns led to the striking off. The Tribunal ordered the restoration of the company's name, imposing a cost of ?25,000 for each year of default to promote compliance with statutory requirements.

4. Directions and Compliance:
The Tribunal directed the Registrar of Companies to restore the company's status, requiring the filing of pending statutory documents within 45 days of restoration. The company's representatives were tasked with ensuring compliance, including the payment of costs. The order also specified the process for online payment and publication of the order in the official Gazette.

5. Conclusion:
The appeal was allowed, and the company's name was restored with specific directives for compliance and payment of costs. The order highlighted the importance of timely statutory filings and compliance to avoid recurrence of such issues. The judgment aimed to reinstate the company's active status while emphasizing the need for adherence to legal obligations.

This detailed analysis encapsulates the key aspects of the judgment, outlining the background, arguments presented, the Tribunal's decision, compliance requirements, and the overall impact of the ruling on the company's status and obligations.

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