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2021 (1) TMI 4 - Tri - Companies LawRestoration of the name of the struck off company in the Register of Companies maintained by the ROC - Section 252(3) of the Companies Act, 2013 - HELD THAT - It is noted that company has failed to file returns since incorporation which prompted ROC, Gwalior, Madhya Pradesh to strike off the name of such company from its Register of Companies. No plausible explanation has been given for such failure. However, from the records produced before us it is noted that company is maintaining a Bank Account wherein reasonable regular transactions are happening. The company has also filed return of income for assessment year 2019-20. It has also been pleaded that the company is not a shell company. It has also been pleaded that they wish to carry on the business after restoration of name. It is considered just and proper to restore the name of the company in the Register of Companies, from date of its striking off subject to payment of cost for non-compliance of rules relating to filing the Statutory Returns and Audited Financial Statements - Registrar of Companies, Gwalior, Madhya Pradesh the respondent herein, is ordered to restore the original status of the Applicant Company as if the name of the Company has not been struck off from the Register of Companies with resultant and consequential actions like changing status of Company from 'Struck off to Active - application allowed.
Issues: Restoration of Company Name in Register of Companies
Analysis: 1. Issue of Non-Filing of Annual Returns and Financial Statements: The application was filed under Section 252(3) of the Companies Act, 2013 for the restoration of a struck-off company's name in the Register of Companies. The company failed to file its Annual Returns and Financial Statements for multiple financial years, leading the Registrar of Companies (RoC) to believe that the company was not in operation, resulting in the strike-off. 2. Submission by Applicant's Counsel: The applicant's counsel argued that the non-filing was due to inadvertent mistakes and ignorance, emphasizing that the company was operational and conducting business activities. Evidence such as the filing of the return of income for the assessment year 2019-20 and regular transactions in the company's bank account were presented to support the claim that the company was active. 3. RoC's Report and Order: RoC did not appear during the proceedings but submitted a report suggesting that the appeal be allowed subject to the filing of pending documents with additional fees. After considering the submissions and evidence, the Tribunal noted the company's failure to file returns since incorporation but acknowledged the active bank account and the filing of the income tax return. The Tribunal found it just to restore the company's name, subject to the payment of costs for non-compliance. 4. Final Order and Directions: The Tribunal ordered the restoration of the company's name in the Register of Companies, changing its status from 'Struck off' to 'Active.' The company was directed to file all pending documents within 45 days of restoration, pay the specified costs for each year of default, and ensure compliance with the order. The Registrar of Companies was instructed to publish the order, and the restoration was limited to the violations leading to the strike-off, allowing RoC to take further actions for any other violations. 5. Disposal of Company Appeal: The Company Appeal was disposed of accordingly, and the issuance of an urgent certified copy of the order was subject to compliance with formalities. This detailed analysis outlines the key issues, submissions, considerations, and the final order of the Tribunal regarding the restoration of the company's name in the Register of Companies.
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