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2020 (9) TMI 447 - Tri - Companies LawRestoration of name of Awadh Risk Management Private Limited struck off by the Registrar of Companies - section 248 of the Companies Act, 2013 read with Companies (Removal of Names of Companies from the Register of Companies) 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 be neither 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. Appeal disposed off.
Issues:
- Restoration of name of a company struck off by the Registrar of Companies - Compliance with statutory requirements for filing of Financial Statements and Annual Returns - Just and equitable grounds for restoration under Section 252 of the Companies Act, 2013 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 a company, which was struck off by the Registrar of Companies, Uttar Pradesh, due to default in statutory compliances regarding the filing of Financial Statements and Annual Returns. The company, engaged in providing advisory and consultancy services, argued that it had maintained financial accounts but failed to comply with filings due to inadvertence. The company also highlighted its compliance with Income Tax filings and possession of assets necessitating restoration. Issue 2: Compliance with statutory requirements for filing of Financial Statements and Annual Returns The Registrar of Companies stated that the company was dissolved after following due process, providing opportunities for response, which the company failed to provide. The Income Tax Authorities confirmed the company's filings but mentioned outstanding demands for certain assessment years. The appellant presented audited financial details and income tax returns to demonstrate its financial standing and assets, emphasizing its active business operations. Issue 3: Just and equitable grounds for restoration under Section 252 of the Companies Act, 2013 The Tribunal considered the provisions of Section 252 of the Companies Act, 2013, which allow for restoration if it is just and equitable. The appellant convinced the Tribunal that it had assets justifying restoration, and the failure to file annual returns should not be an excessive penalty. The Tribunal ordered the restoration of the company's name, emphasizing the importance of providing an opportunity for remedial measures and considering various court decisions supporting restoration in such cases. In conclusion, the Tribunal ordered the restoration of the company's name, directing compliance with statutory filings, payment of costs, and publication of the order in official gazettes and newspapers. The decision was based on the just and equitable grounds under the Companies Act, 2013, and the appellant's demonstration of assets and active business operations despite the compliance oversight.
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