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2021 (1) TMI 450 - Tri - Companies LawRestoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies, Kochi - Section 252 of the Companies Act, 2013 - HELD THAT - Even though sufficient opportunities were given to the appellant to produce the latest Balance Sheets and Financial Statements of the Company for the year ending 31st March 2019 and also the Income Tax Return Acknowledgment for the Assessment Year 2019-20, they have not produced the same. Having satisfied with the reasons as mentioned in the appeal and in the light of the provisions of Companies Act, 2013, and considering the report of the RoC, 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 - 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) and to intimate the bankers about restoration of the name of the company so as to defreeze its accounts. The Registrar of Companies, Kochi is also directed to allow for filing of the Annual Returns and Financial Statements by the company to restore the name of the Company. It may be noted that since the Appellant has not produced the latest Balance Sheets and Financial Statements of the Company for the year ending 31st March 2019 and also the Income Tax Return Acknowledgment for the Assessment Year 2019-20, any action for restoration of the company by the RoC shall be taken only after producing the same before him - The Appellant 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.
Issues:
- Restoration of company name in Register of Companies under Section 252 of Companies Act, 2013. Analysis: 1. The appeal was filed by the Appellant Company seeking restoration of its name in the Register of Companies maintained by the Registrar of Companies, Kochi, under Section 252 of the Companies Act, 2013. The company was incorporated in 2012 and engaged in information technology services. 2. The Appellant Company highlighted that it was active until September 2016, after which it faced internal issues due to fraud and criminal activities by employees, leading to a halt in operations. The accused individuals also took control of the company, causing a deadlock in the Board's functioning. 3. The Appellant Company failed to file Financial Statements and Annual Returns post-2015 due to the mentioned fraudulent activities and financial constraints. Consequently, the company defaulted on its liabilities and compliance issues, leading to its name being struck off the Register of Companies. 4. The Registrar of Companies (RoC) justified the strike-off action, citing non-compliance with filing requirements under Sections 92 and 137 of the Companies Act, 2013. The RoC diligently followed the process for strike-off, including issuing notices and publishing in official gazettes. 5. The Tribunal, after considering the appeal, provisions of the Companies Act, 2013, and the RoC report, deemed it just to order the restoration of the company's name in the Register of Companies. The Tribunal directed the RoC to restore the company's status to 'Active,' allowing for filing of Annual Returns and Financial Statements. 6. The Tribunal imposed conditions for restoration, including submission of pending documents, payment of costs to PM CARES FUND, and compliance with statutory requirements within specified timelines. The company was also prohibited from disposing of assets until all compliances were met. 7. The Tribunal's order did not limit the RoC's power to take action against the company and its directors for any alleged late filings or non-compliances. The judgment was delivered on January 8, 2021, disposing of the Company Appeal No. CA/72/KOB/2020 with detailed directions for restoration and compliance.
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