2021 (1) TMI 996 - Tri - Companies Law

Seeking restoration of Company's name in the Register maintained by the Registrar of Companies - Section 252 of the Companies Act, 2013 - HELD THAT - The failure of the Company in filing the statutory returns and statements was due to inadvertence and was not intentional. Report of the RoC has been received. We are satisfied with the reasons shown by the Applicant for restoration of the name of the Company in the register of companies maintained by the Respondent. Admittedly, the relevant documents which are to be filed, are ready with the Company and the Company is willing to file the same, if so permitted - The Company has not deposited heavy cash in its Bank Account during the period of demonetization as noticed from the annexed Affidavit along with the Application. We are satisfied with the reasons shown by the Applicant for restoration of the name of the Company in the register of companies maintained by the Respondent. It is deemed to be a fit case to order restoration of the Company by RoC (H) in the interest of the Company, its shareholders and the Creditors - Registrar of Companies, the respondent herein, is ordered to restore the original status of the 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 off' to Active (for e-filing), to restore and activate the DINs if applicable, to intimate the bankers about restoration of the name of the company so as to defreeze its accounts - application allowed.

Issues: Restoration of Company's name in the Register maintained by the Registrar of Companies, Hyderabad under Section 252 of the Companies Act, 2013.

Detailed Analysis:

1. Background and Submissions by the Applicant:
The application was filed under Section 252 of the Companies Act, 2013 for the restoration of the Company's name in the Register maintained by the Registrar of Companies, Hyderabad. The Applicant, a Shareholder of the Company, highlighted that the Company, incorporated in 2007, failed to file financial statements for several years due to inadvertence. The Applicant emphasized that the Company was regular in conducting Board of Directors and General Meetings, and the failure to file annual returns and financial statements was unintentional. The Applicant stressed that restoration was crucial to prevent irreparable loss and hardship.

2. Submissions by Respondent/RoC:
The Registrar of Companies, Hyderabad, submitted a report stating that the Company had defaulted in filing financial statements and annual returns for over two years. Notices were issued to the Company and its directors, leading to the Company being struck off. The RoC observed that the Company had not filed balance sheets and annual returns for several years, indicating a lack of business activity. The Company had also failed to submit various financial documents and returns.

3. Findings and Decision:
After hearing both parties and examining the documents, the Tribunal acknowledged the reasons presented by the Applicant for restoration. The Tribunal noted the Company's readiness to file the required documents and its compliance intentions. The Tribunal exercised its powers under Section 252 of the Companies Act, 2013, and ordered the restoration of the Company. The Tribunal emphasized the importance of restoring the Company in the interest of shareholders, creditors, and the Company itself. The restoration was subject to specific directions, including the submission of statutory documents, payment of costs, and compliance within a specified timeframe.

4. Order for Restoration and Directions:
The Tribunal directed the Registrar of Companies to restore the Company's original status, change its status to active, and take necessary actions like defreezing the Company's accounts. The Company was instructed to file all statutory documents within 30 days of restoration and ensure compliance. The Registrar was directed to publish the order in the official Gazette after receiving a certified copy. Additionally, the Company was required to pay a cost of ?60,000 for revival. The order emphasized that it pertained to specific violations leading to the striking off and did not restrict the RoC from taking further actions for any other violations committed by the Company.

This detailed analysis encapsulates the key aspects of the judgment regarding the restoration of the Company's name in the Register maintained by the Registrar of Companies, Hyderabad, providing a comprehensive understanding of the legal proceedings and decisions involved.

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