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2021 (1) TMI 719 - Tri - Companies LawSeeking restoration 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 31.03.2012 which prompted ROC, Gwalior, Madhya Pradesh to strike off the name of such company from its Register of Companies. However, it has been claim that company was already in operation and carrying on business. In support of this claim, Financial Statements produced for the period mentioned, it is found that there exists negative surplus to the tune of ₹ 1.88 Lakhs, the long term borrowings also to the tune of ₹ 14 Lakhs exist apart from this, other current liabilities also exist. Such liabilities are represented by inventories, trade receivables, cash and Bank Balances and loans and advances. In the profit and loss account in the year turnover to the extent of ₹ 1.81 Crores and ₹ 1.01 Crores respectively has been shown. Thus, the name of the company needs to be restored in the Register of Companies maintained by ROC, Gwalior from the date of its striking off. However, for want of plausible explanation for non-compliance of filing of statutory returns, suitable costs need to be imposed - application allowed.
Issues: Restoration of struck-off company in the Register of Companies
Analysis: 1. Issue of Non-Compliance: The application was filed under Section 252(3) of the Companies Act, 2013 for the restoration of the name of a struck-off company in the Register of Companies maintained by the ROC, Gwalior, Madhya Pradesh. The company failed to file its Annual Returns and Financial Statements since 31.03.2012, leading the Registrar of Companies to strike off the company's name on 26.05.2017. 2. Claim of Ongoing Operations: The applicant claimed that the company was always in operation and carrying on business, despite the non-filing of statutory returns. Financial Statements for the years ended 31.03.2016 and 31.03.2017 were presented as evidence. However, no satisfactory explanation was provided for the non-submission of statutory returns. 3. Consideration of Evidence: The Tribunal considered the submissions made by the applicant's counsel and the ROC report. It noted the negative surplus, long-term borrowings, current liabilities, turnover figures, and other financial aspects presented in the company's records. Despite the non-compliance, the Tribunal found merit in restoring the company's name in the Register of Companies. 4. Order for Restoration: The Tribunal ordered the Registrar of Companies, Gwalior, to restore the original status of the company as if the name had not been struck off. The company was directed to file all pending statutory documents within 45 days of restoration, along with prescribed fees. A cost of ?25,000/- for each year of default was imposed, to be paid online within 30 days of the order. 5. Compliance and Publication: The company's representative was tasked with ensuring compliance with the order. Upon delivery of a certified copy of the order to the ROC, the Registrar was directed to publish the order in the official Gazette. The order clarified that it pertained to the specific violations leading to the striking off and would not prevent further legal actions for any other violations. 6. Disposition of Appeal: The Company Appeal was disposed of accordingly, with the provision for issuing an urgent certified copy of the order upon fulfilling all formalities. The judgment emphasized the restoration of the company's name while imposing costs for non-compliance with statutory filing requirements.
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