2021 (1) TMI 987 - Tri - Companies Law

Seeking restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT - 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 the restoration of the name of the company so as to defreeze its accounts - Application allowed.

Summary

Issues:
Restoration of company name in Register of Companies under Section 252(3) of the Companies Act, 2013 due to strike off for non-filing of Financial Statements and Annual Returns.

Analysis:
The Appellant, a media company, sought restoration of its name in the Register of Companies after being struck off for non-filing of Financial Statements and Annual Returns. The Appellant admitted inadvertent delays due to clerical oversights but expressed readiness to file outstanding documents. The Registrar of Companies (ROC) issued a report stating non-compliance since 2012, leading to strike off under Section 248(5) of the Act. The ROC emphasized due process and negligence on the part of the directors for the strike off.

The Tribunal considered Section 252(3) which allows restoration if the company was in operation or it is just to restore the name. After reviewing all documents and arguments, the Tribunal ordered restoration of the company's name. The ROC was directed to change the status to 'Active,' re-activate DINs, and allow filing of pending documents. The Appellant was instructed to pay a fine, submit an undertaking, and ensure compliance personally. Restrictions on asset disposal were imposed until full compliance. The Tribunal emphasized that the restoration order did not limit the ROC's power to proceed against the company for any alleged late filings or non-compliances.

The judgment highlighted the importance of statutory compliance and due diligence in maintaining company records. It balanced the need for accountability with the opportunity for revival, ensuring that the Appellant rectifies past errors while allowing for continued regulatory oversight. The detailed order outlined specific steps for restoration, financial obligations, and ongoing responsibilities, emphasizing the Tribunal's commitment to upholding the integrity of corporate governance.