2021 (2) TMI 163 - Tri - Companies Law

Seeking to restore the 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 - Considering the report of the learned counsel for the appellant, 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 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

Detailed Analysis:

1. Background of the Case: The appeal was filed under Section 252(3) of the Companies Act, 2013 by a company seeking restoration of its name in the Register of Companies. The company failed to file financial statements and annual returns for specific years due to employee malpractices and internal staff changes.

2. Contentions of the Appellant: The appellant company argued that the non-filings were unintentional, resulting from clerical oversights and employee malpractices. They assured to file all outstanding statutory documents upon restoration, emphasizing regular filing of income tax returns.

3. Report of the Registrar of Companies (RoC): The RoC reported that the company did not file required documents since 2016, leading to the strike-off action. The RoC followed due process for strike-off, issuing notices and publishing requisite forms in official gazettes.

4. RoC's Justification for Strike-off: The RoC attributed the strike-off to negligence by the company's directors in fulfilling statutory duties, including non-response to notices. The RoC deemed the strike-off action justified under Section 248 of the Companies Act, 2013.

5. Judgment and Order: After reviewing arguments and reports, the Tribunal ordered the restoration of the company's name in the Register of Companies. Specific directions were provided for restoration, including filing of statutory documents, payment of costs, and compliance with regulatory requirements.

6. Key Directions by the Tribunal: The Tribunal directed the RoC to restore the company's status, allowed for filing of annual returns and financial statements, and mandated an undertaking regarding account usage during demonetization. Additionally, costs of ?30,000 were imposed, and compliance was emphasized before asset disposal.

7. Compliance and Further Actions: The Tribunal highlighted the personal responsibility of the company's representative for compliance. The order did not limit the RoC's authority to pursue actions against the company for any alleged late filings or non-compliances.

8. Conclusion: The Company Appeal was disposed of with detailed directions for restoration and compliance, ensuring the company's return to an active status while emphasizing adherence to statutory requirements and timely filings.

This detailed analysis covers the key aspects of the judgment regarding the restoration of the company's name in the Register of Companies, outlining the arguments, reports, justifications, and the Tribunal's final order and directions.

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