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2020 (11) TMI 249 - Tri - Companies LawRestoration of name of company struck off by the Registrar of Companies - section 252(3) of the Companies Act, 2013 read with Rule 87A of the National Company Law Tribunal Rules, 2016 - HELD THAT - The Company had fulfilled the relevant statutory compliances with the Registrar of Companies, and the name of the Company was struck off due to the technical reasons - 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. - Application allowed.
Issues:
1. Restoration of name of a company struck off by the Registrar of Companies. 2. Compliance with statutory requirements under the Companies Act, 2013. 3. Just and equitable grounds for restoration. 4. Payment of costs and procedural requirements for restoration. Issue 1: Restoration of Name of Company: The appeal was filed for the restoration of the name of a company, Radhey Krishna Hotels Private Limited, which was struck off by the Registrar of Companies, Uttar Pradesh due to default in statutory compliances. The appellant contended that the company had been active since its incorporation, had maintained financial accounts, and had complied with all statutory filings. The Registrar of Companies, in response, acknowledged the late detection of the filings due to technical reasons and had no objection to the restoration of the company's name. Issue 2: Compliance with Statutory Requirements: The Tribunal noted that the company had fulfilled the relevant statutory compliances with the Registrar of Companies, and the name was struck off due to technical reasons, not due to any deliberate non-compliance. The Tribunal examined Section 252 of the Companies Act, 2013, which provides for the restoration of a company's name if it is just and equitable to do so. The appellant had satisfied the bench that the company had assets justifying restoration, and failure to file annual returns should not be an excessive penalty for oversight. Issue 3: Just and Equitable Grounds for Restoration: The Tribunal found that it would be in the interest of the company, its shareholders, and creditors to restore the name of the company. It emphasized that the restoration should be allowed as a stringent step like striking off the name should warrant an opportunity for remedial measures. Refusing restoration solely based on failure to file annual returns would not be just or equitable, as per precedents from various courts. Issue 4: Payment of Costs and Procedural Requirements: The Tribunal ordered the Registrar of Companies to restore the company's name, change its status from 'Strike Off' to 'Active,' and take all consequential actions. The appellant was directed to file all statutory documents with prescribed fees within thirty days of restoration. Additionally, a cost of ?50,000 was imposed for revival, to be paid online. Procedural steps for publication of the order in the Official Gazette and in a leading newspaper were outlined, with the Registrar of Companies directed to oversee the process. In conclusion, the appeal was disposed of with the restoration of the company's name subject to compliance with the specified conditions and payment of costs.
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