2021 (8) TMI 11 - Tri - Companies Law

Seeking restoration of name of the Company in the Register of Companies - Section 252 of the Companies Act, 2013 - HELD THAT - The Applicant is the Shareholder of the Company. It is submitted by the Applicant that the Company is in operation and is carrying on its business. The failure of the Company in filing the statutory returns and statements was due to inadvertence. Report of the RoC has been received - 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. By exercising the powers conferred on this Tribunal under Section 252 of the Companies Act, 2013, and Rule 87-A of NCLT (Amendment) rules 2017, R/w NCLT Rules, 2016 and basing on the assurance given by the Learned representative for Applicant that Company would be making good all pending statutory compliances on restoration of the Company, it is deemed fit case to order restoration of the Company by RoC (H) in the interest of the Company, its shareholders and the Creditors - By exercising the powers conferred on this Tribunal under Section 252 of the Companies Act, 2013, and Rule 87-A of NCLT (Amendment) rules 2017, R/w NCLT Rules, 2016 and basing on the assurance given by the Learned representative for Applicant that Company would be making good all pending statutory compliances on restoration of the Company, we feel it is a fit case to order restoration of the Company by RoC (H) in the interest of the Company, its shareholders and the Creditors. The name is restored - application allowed.

Issues: Application under Section 252 of the Companies Act, 2013 for restoration of company name in Register of Companies due to defaults in statutory compliances.

Analysis:

1. Company's Application for Restoration:
The Applicant, a shareholder and Director of the company, filed an application seeking directions to restore the company's name in the Register of Companies. The company, involved in software services, had its name struck off by the Registrar of Companies (RoC) due to defaults in statutory compliances. The Applicant emphasized the company's intention to file pending documents and highlighted regular board and general meetings.

2. RoC's Submissions:
The RoC reported that the company defaulted in filing financial statements and annual returns, leading to the issuance of notices and eventual strike-off. The RoC questioned the purpose of restoration, noting zero revenue from operations during a specific period. The RoC required supporting documents from the Applicant before considering the application.

3. Tribunal's Findings and Decision:
After considering submissions, the Tribunal acknowledged the company's operational status and the inadvertent nature of the compliance failures. The Tribunal was satisfied with the reasons presented for restoration, especially the company's readiness to file pending documents. Noting the company's compliance during demonetization, the Tribunal ordered restoration under Section 252 of the Companies Act, 2013, with specific directions for the RoC and the company to follow.

4. Directions for Restoration:
The Tribunal directed the RoC to restore the company's status, activate DINs, and inform bankers to defreeze accounts. The company was instructed to file all statutory documents within 30 days of restoration, comply with RoC's observations, and deliver a certified copy of the order. Additionally, the company had to pay a specified cost for revival. The order emphasized that restoration did not absolve the company from other violations, leaving room for further legal actions if necessary.

By carefully analyzing the submissions, the Tribunal granted the application for restoration, ensuring compliance with statutory requirements and safeguarding the interests of the company, shareholders, and creditors.

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