2020 (9) TMI 445 - Tri - Companies Law

Restoration of name of M/s. Vishwa Printers Packagers Private Limited struck off by the Registrar of Companies - Section 152(3) of the Companies Act, 2013 read with Rule 87A of the National Company Law Tribunal Rules, 2016 - HELD THAT - The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act 2013 which includes that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the ROC to restore the name in its Register - The Appellant has been able to satisfy this bench that it has certain assets which necessitate and justify the restoration of its name in the Register of Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures. Merely to disallow restoration on grounds of its failure to file annual returns would neither be just nor equitable. As per several decisions of various courts it should only be an exceptional circumstance that court should refuse restoration where the company has been struck off for its failure to file annual return as that would be excessive or inappropriate penalty for that oversight. 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 Registrar of Companies and take all consequential actions such as change of Company's status from 'Strike Off' to 'Active' (for e-filing), restoration of status of DIN etc.

Issues:
1. Restoration of name of a company struck off by the Registrar of Companies.
2. Compliance with statutory requirements for restoration.
3. Just and equitable grounds for restoration.
4. Direction to restore company's name and consequential actions.
5. Payment of costs for revival of the company.

Issue 1: Restoration of name of a company struck off by the Registrar of Companies

The appeal was filed for the restoration of the name of M/s. Vishwa Printers & Packagers Private Limited, which was struck off by the Registrar of Companies, Uttar Pradesh, under Section 248 of the Companies Act, 2013. The Appellant claimed that the company had been active since its incorporation and had complied with statutory filings, including financial statements and annual returns.

Issue 2: Compliance with statutory requirements for restoration

The Appellant submitted evidence of compliance, including audited balance sheets, income tax returns, and details of assets held by the company. The Income Tax Authorities confirmed that the company had filed returns for the relevant years without any pending demands. The Tribunal noted that the company had substantial movable and immovable assets, indicating that it was carrying on business operations.

Issue 3: Just and equitable grounds for restoration

The Tribunal examined Section 252 of the Companies Act, 2013, which allows for the restoration of a company's name if it is just and equitable to do so. It was established that the Appellant had assets justifying restoration, and it was deemed unfair to deny restoration solely based on the failure to file annual returns. The Tribunal emphasized that refusing restoration for such oversight would be excessive, citing precedents from various courts.

Issue 4: Direction to restore company's name and consequential actions

After considering the facts and circumstances, the Tribunal ordered the Registrar of Companies to restore the name of the Appellant Company, changing its status from 'Strike Off' to 'Active.' The Appellant was directed to file all outstanding statutory documents within thirty days of restoration, along with prescribed fees. Additionally, a cost of ?50,000 was imposed for revival, to be paid online through the official portal.

Issue 5: Payment of costs for revival of the company

The restoration of the company's name was subject to the payment of the specified cost within the stipulated time frame. The Appellant was instructed to provide a certified copy of the order to the Registrar of Companies and publish a notice in a leading newspaper in the district, with approval from the RoC. The RoC was directed to publish the restoration in the Official Gazette at the Appellant's expense.

In conclusion, the Tribunal granted the appeal, ordering the restoration of the company's name with specific directions for compliance and publication.

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