2020 (2) TMI 393 - Tri - Companies Law

Restoration of name of the Company in the Register of Companies - name was struck off due to defaults in statutory compliances, namely, failure to file Financial Statements and Annual Returns from financial year ended 31.3.2015 to 31.3.2017 i.e. for three years - HELD THAT - On hearing the submissions of the Ld. Counsel appearing on behalf of Petitioner, perusal of the Report of Registrar of Companies, Mumbai and the documents submitted, it is clear that the Company is in operation, company has its Assets Current Liabilities, unless otherwise the relief sought is granted to the company, grave hardship and irreparable loss and damage shall be caused to the said company - we are satisfied that the prayer sought by the Petitioner company deserves to be allowed. The name of company is restored in ROC - appeal allowed - decided in favor of appellant.

Issues:
1. Restoration of company's name in the Register of Companies.
2. Failure to file Financial Statements and Annual Returns.
3. Grounds for striking off the company's name.
4. Petitioner's submissions and evidence of being a going concern.
5. Respondent's actions leading to striking off the company's name.
6. Analysis of audited financial accounts.
7. Relief sought by the Petitioner and decision of the Tribunal.

Restoration of company's name in the Register of Companies:
The Company Petition sought relief against the Respondent to restore the name of the company in the Register of Companies maintained by the Registrar of Companies, Mumbai. The Petitioner company was incorporated as a private company limited by shares under the Companies Act, 1956. The Tribunal directed the Respondent to restore the name of the company subject to payment of a specified cost within a stipulated time frame.

Failure to file Financial Statements and Annual Returns:
The Petitioner company failed to file Financial Statements and Annual Returns for three consecutive years, leading to the Respondent initiating proceedings for striking off the company's name. The Respondent issued notices for striking off the name of the company due to defaults in statutory compliances, as required under the Companies Act, 2013.

Grounds for striking off the company's name:
The Respondent struck off the name of the company from the Register of Companies due to the company's failure to file statutory documents since 31.3.2015, as mandated by the statute. The Respondent followed the due process of issuing notices and publications before striking off the name of the company.

Petitioner's submissions and evidence of being a going concern:
The Petitioner submitted evidence to establish that the company was a going concern at the time of striking off its name. The Petitioner enclosed audited financial accounts, income tax returns, and bank statements to demonstrate that the company was actively involved in business operations and generating income during the defaulting period.

Respondent's actions leading to striking off the company's name:
The Respondent issued notices, published the name of the company on the Ministry's website, official gazette, and leading newspapers before striking off the name of the company. The Respondent's affidavit explained the sequence of events that led to the striking off and dissolution of the company.

Analysis of audited financial accounts:
Upon perusal of the audited financial accounts submitted by the Petitioner company, it was observed that the company had assets, liabilities, and was generating revenue during the defaulting period. The financial details provided in the accounts supported the claim that the company was a going concern.

Relief sought by the Petitioner and decision of the Tribunal:
After considering the submissions, reports, and evidence presented by both parties, the Tribunal found that the Petitioner company deserved the relief sought. The Tribunal allowed the appeal filed by the Petitioner company and directed the Respondent to restore the name of the company in the Register of Companies subject to specified conditions regarding payment and filing of pending documents. Failure to comply with the specified terms would result in the automatic vacation of the order.

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