2021 (9) TMI 791 - Tri - Companies Law

Seeking restoration of name of company in the Register of Members - non-filing of statutory returns since the Financial Year ended on 2014 onwards - Section 252(3) of the Companies Act, 2013 - HELD THAT - Section 252(3) of the Companies Act, 2013 confers on this Tribunal powers to order to restore the name of the Company in the Register maintained, provided such application is filed by (i) the Company or (ii) by any Member or (iii) any creditor or (iv) any workmen of the Company within 20 years from the date of publication of the notices under Section 248(5) in Official Gazette about striking off of the name of such Company provided further that it is seen from the material on record that at the time of its name being struck off, the Company was doing its business or carrying its operation. In this case, the applicant produced on record the copy of Audited Annual Accounts of the Company for the period from 31.03.2014 up to 31.03.2020. As per the reports of the Profit and Loss accounts of the Company, it is evident that during the defaulting years the Company has not generated any revenue from its operations or from the business activities for which it was incorporated - It is seen from the available records that the Company is maintaining bank account with State Bank of India with Account No. 31938038734. On perusal of the application, and after hearing to the Ld. Authorised representative, we are of the view that this petition deserves sympathetic consideration, since the company has valuable land. In the facts and circumstances of the case we are satisfied that the name of the company should be restored to the register. The name of company is restored - application allowed.

Summary

Issues Involved:
Application under Section 252(3) of the Companies Act, 2013 for restoration of a struck-off company's name by a director/shareholder.

Detailed Analysis:

1. Background and Application:
The application was filed under Section 252(3) of the Companies Act, 2013 by a director/shareholder of a struck-off company, seeking the revocation of the order issued by the Registrar of Companies, Odisha. The company, M/s. NABADURGA BUILDERS PRIVATE LIMITED, was struck off for non-filing of statutory returns since the financial year ending in 2014.

2. Company Details and Management:
The company was a private limited company with a specific business objective related to construction and development. It had authorized and paid-up share capital, managed by two directors, including the applicant, before being struck off.

3. Registrar's Action and Applicant's Claims:
The Registrar of Companies, Odisha, initiated the striking-off process due to the company's failure to file financial statements and annual returns. The applicant claimed that financial statements were prepared on time but not filed due to inadvertence by the directors.

4. Evidence Presented:
The applicant submitted various evidence, including the company's Memorandum and Articles of Association, balance sheets, audit reports, and bank statements, to support the claim for restoration.

5. Registrar's Response:
The Registrar justified the striking off, stating the company's non-compliance with statutory returns and lack of response to notices. The Registrar emphasized the need for strict proof that the company was in operation at the time of striking off.

6. Tribunal's Decision:
After reviewing the records and hearing the arguments, the Tribunal noted that the company had not generated revenue during the defaulting years. However, the applicant presented evidence of land purchase, indicating valuable assets. The Tribunal decided to allow the application and directed the Registrar to restore the company's name.

7. Order for Restoration and Compliance:
The Tribunal's order included directions for the restoration of the company's name, filing of pending statutory documents, payment of costs, and compliance within specified timelines. The order also emphasized that it was confined to the specific violations leading to striking off and did not preclude further actions for other offenses.

8. Conclusion:
The Tribunal's detailed order granted the restoration of the company's name based on the evidence presented and the circumstances of the case, highlighting the importance of compliance and timely filing of statutory documents to maintain active status under the Companies Act, 2013.