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2020 (10) TMI 704 - Tri - Companies LawRestoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies, Kochi - Section 252(1) of the Companies Act, 2013 - HELD THAT - This Tribunal is of the opinion that it would be just and equitable to order restoration of the name of the Company in the Register of Companies and consider shareholder to be the member of the company to file this appeal. 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 Register of Companies and take all consequential actions like change of company s status from Strike off to Active (for e-filing) - Name restored - application allowed.
Issues:
- Restoration of company name in the Register of Companies after strike off due to non-filing of financial statements and annual returns. - Compliance with statutory formalities and due diligence by the company directors. - Justification of strike off action by the Registrar of Companies. - Application of Section 252(3) of the Companies Act, 2013 for restoration of company name. - Order for restoration and conditions imposed by the Tribunal. Analysis: 1. Restoration of Company Name: The appeal was filed under Section 252(1) of the Companies Act, 2013 by the appellant company seeking restoration of its name in the Register of Companies. The company was struck off due to non-filing of financial statements and annual returns for the financial years from 2016-2017 to 2018-2019. The appellant expressed willingness to comply with pending filings and requested restoration of its name. 2. Compliance and Due Diligence: The appellant attributed the non-filing to an employee leaving without handing over records, leading to the company's failure to meet statutory obligations. The appellant assured full compliance upon restoration, acknowledging the need to abide by any conditions set by the Tribunal. 3. Registrar's Justification: The Registrar of Companies (ROC) defended the strike off action, citing the company's repeated default in filing financial statements and annual returns. The ROC followed due process, issuing notices and publications as required by law before striking off the company's name under Section 248(5) of the Companies Act. 4. Application of Section 252(3): The Tribunal considered Section 252(3) which allows restoration of a company's name if it was carrying on business or if restoration is deemed just. After reviewing the appellant's arguments and relevant provisions of the Companies Act, the Tribunal found it just and equitable to order restoration of the company's name. 5. Order for Restoration: The Tribunal ordered the ROC to restore the company's status, change it from 'Strike off' to Active, and directed the company to file pending documents within 30 days of restoration. Additionally, the shareholders were required to submit an Undertaking regarding the company's financial transactions during demonetization. The Tribunal imposed a cost of ?50,000 to be paid to the Central Government and mandated compliance with the order before disposal of valuable assets. 6. Final Directions: The Tribunal emphasized personal compliance by the company's representative, publication of the order in the official gazette, and reserved the right for the ROC to proceed against the company and its directors for any alleged late filings. The appeal was disposed of with these terms on October 12, 2020.
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