2021 (7) TMI 1176 - Tri - Companies Law

Seeking to restore the name of the Company in the Register maintained by the Respondent/RoC - Section 252 of the Companies Act, 2013 - HELD THAT - Taking into consideration the provisions of Section 252 (3) of the Companies Act, 2013 which vests this Tribunal with a discretion where the Company whose name has been struck off and such Company is able to demonstrate that there is a running business as on the date when the name was struck off and also keeping in consideration that it is just to do so can restore the name of the Company in the register and in the interest of all the stakeholders including members of the Company, its employees as well as the revenue and the Applicant itself who seeks restoration of the name of the Company in the register being maintained by RoC. The Registrar of Companies, Chennai is ordered to restore the original status of the Applicant Company viz. M/s. Shifa Housing Private Limited as if the name of the Company has not been struck off from the Register of Companies with resultant and consequential actions like changing the status of Company from strike off to Active - Application allowed.

Summary

Issues:
1. Application for restoration of a struck-off company's name in the Register maintained by the Registrar of Companies.
2. Grounds for strike-off and non-filing of financial statements and annual returns.
3. Evidence presented by the applicant to demonstrate the company's ongoing business activities.
4. Directions sought by the Respondent/RoC and the Tribunal's decision on the restoration application.

Issue 1: Application for Restoration
The judgment concerns an Application/Appeal filed by a Director cum Shareholder of a company, seeking restoration of the company's name in the Register maintained by the Registrar of Companies (RoC) under Section 252 of the Companies Act, 2013. The company, M/s. Shifa Housing Private Limited, was struck off by the RoC under Section 248 of the Companies Act, 2013, prompting the restoration application.

Issue 2: Grounds for Strike-off
The company failed to file its financial statements and annual returns since its incorporation, leading to the strike-off by the RoC. The applicant attributed this failure to a Consultant who did not fulfill the filing requirements and did not inform the company's Directors. The RoC issued a notice and published the strike-off in the Gazette of India.

Issue 3: Evidence of Ongoing Business
To support the restoration plea, the applicant provided evidence including Income Tax Return Acknowledgement, VAT Certificate, and Bank Statement. Additionally, the company had filed a Writ Petition before the Madras High Court, demonstrating its active status and business operations preceding the strike-off.

Issue 4: Directions and Tribunal's Decision
The RoC, in response, requested specific directions, including proving ongoing business operations, filing pending financial statements, and providing an undertaking regarding the use of company accounts during demonetization. The Tribunal, considering Section 252(3) of the Companies Act, 2013, granted the restoration application. The Tribunal ordered the restoration of the company's name, required statutory compliances within 30 days, imposed a cost of ?50,000 for revival, restricted asset disposal, and mandated compliance affidavit submission within 2 months. The directors' disqualification under Section 164 was not automatically lifted, and an Undertaking regarding account use was required. The Tribunal's decision did not limit the RoC's authority to take action for late filings.

This detailed summary provides a comprehensive analysis of the legal judgment, covering all the issues involved and the Tribunal's decision on the restoration application.