2021 (7) TMI 1008 - 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 - The Company is doing its business as a going concern basis - Applicant further stated that the Company would file necessary Financial Statements and Annual Returns soon after restoration of the name of the Company with the Registrar of Companies, Hyderabad and prayed the Tribunal to revive this Company. After hearing the Learned Counsel for Applicant and after perusal of material documents on record, the report of the RoC, Hyderabad and after going through the provisions of Section 252(3) of the Companies Act, 2013, this Tribunal is of the view that the Company was in existence and it is a going concern and name of the Company to be restored in the Register of Companies as maintained by RoC. The 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 '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 name is restored - application allowed.

Issues:
- Restoration of company name in the Register of Companies under Section 252(3) of the Companies Act, 2013.

Analysis:
1. Background and Application Details:
- The Company Application sought restoration of the Company's name in the Register of Companies due to failure to file Annual Returns and Financial Statements from 2011-2012 to 2019-2020.
- Applicant, the Director and Shareholder, stated that non-compliance was unintentional due to oversight and affirmed readiness to rectify the error.

2. Contentions of the Applicant:
- Applicant provided justifications for restoration, including the Company's operational status, total assets, and commitment to comply with statutory requirements promptly.
- Submitted documents such as Certificate of Incorporation, Financial Statements, Income Tax Returns, and an affidavit regarding cash transactions during demonetization.

3. Respondent's Objections:
- Registrar of Companies Hyderabad denied most averments and highlighted the Company's default in filing necessary documents, leading to its strike off under Section 248(1) of the Act.
- Emphasized the Company's lack of business activity before strike off and the freeze of Director Identification Numbers (DIN) under Section 164(2) due to disqualification.

4. Legal Provisions and Tribunal's Decision:
- Section 252(3) of the Companies Act, 2013 allows restoration if the company was in operation at the time of strike off or if restoration is justifiable.
- Tribunal found the Company to be a going concern based on the latest Balance Sheet and Financial Statements, ordering restoration of the Company's name in the Register of Companies.

5. Order and Directions:
- The Tribunal directed the Registrar to restore the Company's status, change it from 'Strike off' to Active, and defreeze its accounts.
- Company instructed to provide justification for restoration, file pending Income Tax Returns, and ensure compliance with statutory requirements within 30 days.
- Cost of restoration set at ?90,000, and compliance with the order mandated for the Company's representatives.

6. Conclusion and Compliance:
- The restoration order was subject to payment of costs and compliance with statutory obligations within the specified timeline.
- The Tribunal's decision focused on rectifying the specific violations leading to strike off, allowing the Registrar to take further actions for any other offenses committed by the Company.

This detailed analysis outlines the legal proceedings, arguments, and the Tribunal's decision regarding the restoration of the Company's name in the Register of Companies under Section 252(3) of the Companies Act, 2013.

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