2021 (12) TMI 1277 - Tri - Companies Law

Seeking restoration of name of the company in the Register of Companies - Section 252(1)/252(3) of the Companies Act, 2013 - HELD THAT - As per the records the name of the company, M/S Akansha Tea Plantation and Trading Company Private Limited got struck off from the Register of Companies and dissolved 09.06.2017 (followed by a Gazette notification published in this respect), while the present appeal has been filed on 18.11.2020. Hence it is found to be filed within limitation. As per the records, the name of the company, M/S Akansha Tea Plantation and Trading Company Private Limited is the company that has filed its statutory return up to 2011-12 and thereafter it has not filed any return - The failure on the part of the company to file the annual returns and financial statement was unintentional and not deliberate. However due to such reasons the ROC, NER, Assam, Struck off the name of the Company. The Registrar of Companies, NER, Guwahati, the respondent herein, is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from struck off to Active - Application allowed.

Issues Involved:
1. Restoration of the company's name in the Register of Companies.
2. Compliance with procedural requirements under Section 248 and Section 252 of the Companies Act, 2013.
3. Filing of pending statutory documents and payment of fees.
4. Consideration of the company's operational status and intent.

Detailed Analysis:

Restoration of the Company's Name:
The appellant sought the restoration of M/S Akansha Tea Plantation and Trading Company Private Limited in the Register of Companies maintained by the Registrar of Companies, Guwahati, Assam (ROC). The company was struck off on 09.06.2017 due to non-compliance with statutory requirements.

Compliance with Procedural Requirements:
The appellant argued that the ROC did not follow the procedures prescribed under Section 248(1) of the Companies Act, 2013, as notices were not sent or received by the appellant. The ROC struck off the company’s name based on the belief that it was not carrying on business or operations for two preceding financial years and failed to file Financial Statements & Annual Returns for the financial years 2012-13 to 2015-16.

Filing of Pending Statutory Documents and Payment of Fees:
The petitioner committed to filing all outstanding statutory documents, including financial statements and annual returns for the financial years from 2012-13 to 2019-20, along with the requisite fees and additional fees. The company also agreed to pay ?50,000 as a cost for revival.

Consideration of the Company's Operational Status and Intent:
The petitioner contended that the company had been active since its incorporation and that the failure to file returns was unintentional, attributing the lapse to an accountant’s mistake. The ROC, in its report, acknowledged that the company had filed financial statements up to 31.03.2012, but not thereafter. The ROC also confirmed that the company could be revived under Section 252 of the Companies Act, 2013, if it complied with certain conditions.

Tribunal's Judgment:
The Tribunal found the appeal maintainable and filed within the limitation period. It considered the merits of the appeal and the documents provided. The Tribunal concluded that it would be just and equitable to revive the company's name in the statutory register.

Directions Issued:
1. The ROC, Guwahati, was directed to restore the company's original status as if it had not been struck off.
2. The petitioner company was directed to file all pending statutory documents, including Annual Accounts and Annual Returns for the financial years 2012-13 to 2019-20, with the prescribed fees.
3. The company's representatives were directed to ensure compliance with the order personally.
4. The restoration was subject to the payment of ?50,000 through online payment.
5. The petitioner was directed to deliver a certified copy of the order to the ROC within thirty days.
6. The ROC was directed to publish the order in the Official Gazette.
7. The order was confined to the violations leading to the striking off and did not preclude the ROC from taking action for other violations.

Conclusion:
The Tribunal allowed the appeal conditionally, directing the restoration of the company's name in the Register of Companies and mandating compliance with the filing of pending documents and payment of fees. The case was disposed of with specific directions to ensure compliance and restoration.

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