2021 (1) TMI 346 - Tri - Companies Law

Restoration of name of respondent company in the ROC - Section 252 (3) of the Companies Act, 2013 - HELD THAT - Section 252(3) of the Companies Act, 2013 confers on this Tribunal powers to order to restore the name of the Company in the Register maintained, provided such application is filed by (i) the Company or (ii) by any Member or (iii) any creditor or (iv) any workmen of the Company within 20 years from the date of publication of the notices under Section 248 (5) in Official Gazette about striking off of the name of such Company provided further that it is seen from the material on record that at the time of its name being struck off, the Company was doing its business or carrying its operations - In this case, Registrar of Companies also did not have objection for restoration of the Company's name in the Register. Moreover, the appellant produced on record the copies of Audited Annual Accounts, for all defaulting years. The appellant submitted that the Company will comply with all the statutory obligations. The Registrar of Companies, Odisha may be directed to restore the Company's name in the Register. We accept the contention of the appellant that the Company was a going concern when its name was struck off. Therefore, in the facts and circumstances of the matter and the documents/details on record, we accept the request of the appellant and direct the Registrar of Companies, Odisha to restore name of the Company in Register. Application allowed.

Issues:
1. Application under Section 252 (3) of the Companies Act, 2013 to revoke the order striking off the company's name.
2. Compliance with statutory filing requirements and restoration of the company's name in the Register of Companies.
3. Evidence presented by the appellant to support the claim of the company being a going concern.
4. Registrar of Companies' objections and responses to the application.
5. Tribunal's decision and directives for restoration of the company's name.

Issue 1: Application under Section 252 (3) of the Companies Act, 2013
The company, M/s. Micro Telesoft Private Limited, filed an application under Section 252 (3) of the Companies Act, 2013 to challenge the Registrar of Companies, Odisha's decision to strike off its name due to defaults in statutory filing compliances. The managing director sought the revocation of the order based on the company's claim that non-filing of statutory returns was unintentional and attributed to financial constraints.

Issue 2: Compliance with statutory filing requirements and restoration of the company's name
The company argued that despite the defaults, it remained operational with intact assets and conducted Annual General Meetings where audited Financial Statements were approved. The appellant provided evidence, including financial documents and registration certificates, to support its claim of compliance with statutory obligations. The Tribunal considered the evidence and directed the Registrar to restore the company's name in the Register, subject to fulfilling pending document filings and payment of prescribed fees.

Issue 3: Evidence presented by the appellant
To establish that the company was a going concern, the appellant submitted various documents, such as bank statements, GST registration, income tax returns, balance sheets, and details of revenue generated from operations during the defaulting years. The evidence indicated that the company had employees, conducted business transactions, and maintained a bank account, supporting the claim that it was operational during the relevant period.

Issue 4: Registrar of Companies' objections and responses
The Registrar of Companies, Odisha, justified the strike-off citing non-filing of statutory returns since 2016, leading to the belief that the company was not operational. The Registrar issued notices and ultimately struck off the company's name after receiving no response to the show cause notice. However, the Registrar did not object to the restoration of the company's name in the Register, acknowledging the appellant's compliance with providing audited annual accounts for the defaulting years.

Issue 5: Tribunal's decision and directives for restoration
After considering the arguments and evidence presented by both parties, the Tribunal accepted the appellant's contention that the company was a going concern when its name was struck off. Consequently, the Tribunal directed the Registrar to restore the company's name in the Register, subject to compliance with pending statutory filings, payment of costs, and other specified directives outlined in the order. The Tribunal's decision aimed to reinstate the company's active status and ensure its compliance with statutory obligations moving forward.

This detailed analysis covers the key issues addressed in the judgment, providing a comprehensive overview of the legal proceedings and the Tribunal's decision regarding the restoration of the company's name in the Register of Companies.

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