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2020 (10) TMI 176 - Tri - Companies LawRestoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - non-filing of audited financials and annual returns for the financial years 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019 - Section 252(3) of the Companies Act, 2013 - HELD THAT - The Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies. The Company is directed to file all the statutory document(s) along with prescribed fees/additional fee/fine as decided by Registrar of Companies within 30 days from the date on which its name is restored on the Register of Companies by the Registrar of Companies. The appellant is directed to submit a declaration from the Directors regarding the deposits made during the demonetization period with the Registrar of Companies. Appeal disposed off.
Issues:
1. Restoration of company name in the Register of Companies due to non-filing of financials and annual returns. 2. Compliance with statutory duties under the Companies Act, 2013. 3. Justification of strike off action by the Registrar of Companies. 4. Direction for restoration of company name by the Tribunal. Analysis: Issue 1: Restoration of company name in the Register of Companies The Appellant, a private limited company, sought restoration of its name in the Register of Companies maintained by the Registrar of Companies, Kochi, due to non-filing of audited financials and annual returns for multiple financial years. The Appellant expressed readiness to file the pending returns along with necessary fees upon restoration. Issue 2: Compliance with statutory duties The Registrar of Companies (ROC) justified the strike off action citing non-compliance with filing requirements under the Companies Act, 2013. The ROC detailed the company's failure to file financial statements and annual returns for several years, leading to violation of Sections 92/137 of the Act. The ROC followed due process, issuing notices and publications before striking off the company. Issue 3: Justification of strike off action The ROC attributed the strike off to negligence and lack of diligence on the part of the company's directors in meeting statutory obligations. The ROC emphasized that the action was warranted under Section 248 of the Act and was a consequence of the directors' failure to respond to notices and file required documents within stipulated timelines. Issue 4: Direction for restoration by the Tribunal After considering arguments and the ROC's report, the Tribunal ordered the restoration of the company's name in the Register of Companies. The Tribunal directed the company to file all statutory documents with prescribed fees within 30 days of restoration, along with a declaration regarding demonetization period deposits. Additionally, the Tribunal imposed a cost of ?50,000 to be paid to the Central Government and instructed compliance with the order by the company's representative. In conclusion, the Tribunal's order encompassed specific directions for compliance, cost payment, and restoration process, emphasizing the importance of fulfilling statutory duties and rectifying non-compliance issues to restore the company's name in the Register of Companies.
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