2020 (9) TMI 522 - Tri - Companies Law

Restoration of name of the Company in the register of companies maintained by the Respondent - Section 252(1) of the companies Act, 2013 - HELD THAT - On perusal of the Reply of Registrar of Companies, Maharashtra in Pune and the documents submitted, it is clear that the Company is in operation. The Respondent struck off the name of the Company, as the Company failed to file statutory returns for a continuous period of more than two years. However, the Company is in business operation and therefore, unless the relief sought is granted to the Company, grave hardship and irreparable loss shall be caused to the said Company, its members and its creditors. It is satisfactory that the prayer sought by the Petitioner Company deserves to be allowed - Respondent is directed to restore the name of the Petitioner Company in the register of companies subject to payment of a sum of ₹ 50,000/- as cost payable in the account of Pay and Accounts Officer, Ministry of Corporate Affairs, Mumbai within 10 days from the date of receipt of copy of this order. Consequentially thereupon the Bank Accounts if freeze shall get defreeze and to be operated by the Company.

Summary

Issues involved:
1. Restoration of company name in the register of companies.
2. Failure to file financial statements and annual returns.
3. Company's operational status and financial position.

Analysis:
1. Restoration of company name in the register of companies:
The Petitioner, a private limited company, sought relief against the Registrar of Companies for striking off its name due to non-compliance with filing financial statements and annual returns. The Petitioner argued that it was a going concern with assets and liabilities, having conducted AGMs and audited financial statements. The Respondent initiated strike-off proceedings, leading to the dissolution of the company. The Tribunal observed that the company was operational and granted the restoration, subject to payment of costs and filing pending financial statements within 30 days.

2. Failure to file financial statements and annual returns:
The Respondent justified the strike-off action citing the continuous default in filing statutory returns for over two years. Despite issuing notices and public notifications, no objections were received against the strike-off. The Petitioner admitted the non-filing of returns but presented evidence of financial activities, including long-term borrowings, tangible assets, and cash equivalents. The Tribunal acknowledged the Petitioner's inadvertent lapses in filing and confirmed the company's operational status, warranting restoration.

3. Company's operational status and financial position:
Upon reviewing the financial statements, the Tribunal noted the company's long-term borrowings, assets, and cash equivalents for the relevant financial years. Despite the non-filing of returns, the Tribunal found that the company was actively operating. The Tribunal emphasized that denying the restoration would cause significant hardship to the company, its members, and creditors. Consequently, the Tribunal allowed the appeal for restoration, emphasizing the company's operational continuity and the need to rectify the filing defaults promptly.

In conclusion, the Tribunal's decision to restore the company's name in the register of companies was based on the acknowledgment of the company's operational status, financial position, and the inadvertent lapses in filing financial statements and annual returns. The order outlined specific conditions for restoration, emphasizing the importance of compliance and timely rectification of filing defaults to maintain the company's legal standing.