2021 (11) TMI 559 - 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 Director 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. Applicant has filed clarificatory memo with regard to the observation made by the respondent that Applicant is neither a director nor shareholder of the Company. 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. The Company has not deposited heavy cash in its Bank Account during the period of demonetization. Copy of Bank statement along with demonetization affidavit is enclosed to the Application - By exercising the powers conferred on this Tribunal under Section 252 of the Companies Act, 2013, and Rule 87A 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 to be a fit case to order restoration of the Company by RoC (H) in the interest of the Company, its shareholders and the Creditors. 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 to take all consequential actions like change of company's status from 'struck off to Active (for e-filing), to restore and activate the DINs if applicable, to intimate the bankers about restoration of the name of the company so as to defreeze its accounts - appeal allowed.

Issues:
1. Application under Section 252 of the Companies Act, 2013 for restoration of company's name in Register of Companies.
2. Default in statutory compliances leading to striking off the company's name.
3. Justification of company's operational status and readiness to file pending documents.
4. Respondent's denial of due procedure and lack of supporting documents.
5. Consideration of restoration based on applicant's submissions and documents.
6. Directions for restoration and compliance with statutory requirements.

Analysis:
1. The Applicant, a Director of a company, filed an application under Section 252 of the Companies Act, 2013, seeking restoration of the company's name in the Register of Companies due to defaults in statutory compliances for financial years 2010-11 to 2015-16. The Applicant asserted that the company had been active since incorporation, maintained necessary documentation, and was ready to file pending documents once the name was restored.

2. The Registrar of Companies (RoC) initiated proceedings under Section 248 of the Act to strike off the company's name for non-compliance. The RoC issued notices and eventually struck off the company. The RoC reported that the applicant had not filed financial statements and annual returns since incorporation. The RoC also noted zero revenue from operations in the company's accounts for the period mentioned.

3. The Respondent denied the applicant's claims, stating that due procedure was followed, and the applicant had not provided bank statements and ITR acknowledgments for specific periods. The Respondent also contested the applicant's directorship status as per MCA records, raising concerns about the lack of supporting documents.

4. After hearing both parties, the Tribunal found merit in the applicant's submissions. The Tribunal acknowledged the company's operational status and attributed the non-filing of statutory returns to inadvertence. The Tribunal accepted the applicant's readiness to file pending documents and ordered restoration of the company's name by the RoC.

5. The Tribunal directed the RoC to restore the company's original status, change it from 'struck off' to 'active,' and instructed the applicant to file all statutory documents within 30 days of restoration. Compliance with observations from the RoC was mandated, and the company was required to deliver a certified copy of the order to the RoC.

6. Additionally, the Tribunal imposed a cost of ?90,000 for revival, subject to online payment. The order emphasized that restoration was limited to specific violations leading to striking off and did not prevent the RoC from taking further legal actions for any other violations committed by the company. The judgment aimed to facilitate the company's revival while ensuring compliance with statutory obligations.

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