2022 (5) TMI 1211 - Tri - Companies Law

Seeking restoration of the name of the company - Section 252 of Companies Act - HELD THAT - On perusing the material and submissions of the Appellant and the Respondent made available on record, it would be just and equitable to revive the name of the company BIH Technologies Private Limited in the statutory register as being maintained by the Registrar of Companies, Guwahati. In exercise of the powers conferred on the Tribunal under section 252(3) of the Companies Act,2013, the present appeal is partly and conditionally allowed.

Summary

Issues:
Prayer for restoration of company name and DIN activation.

Analysis:
1. The petitioner, through a company application, sought the restoration of the company's name in the Register of Companies and the activation of the DIN of the directors. The company, BIH Technologies Pvt. Ltd, was struck off due to defaults in statutory compliances under the Companies Act, 2013.

2. The company, incorporated in 2012, was managed by two directors. The Registrar of Companies, Guwahati, struck off the company's name for failure to file financial statements and annual returns from 2013 to 2020. The company, though active, inadvertently failed to file the required documents with the ROC.

3. The non-filing was attributed to a lack of professional expertise, and the company realized the non-compliance only after receiving a notice from the Respondent. The company was in the process of filing the requisite documents when its name was struck off by the Registrar.

4. The petitioner submitted an authorization letter and resolution for revival, along with an affidavit from the directors for re-activation of their DIN. The company's main objective was in the field of online computer software, e-commerce, and IT technology.

5. The ROC justified its action, stating the company's non-compliance since 2013. The ROC sought orders for making up-to-date filings and legal compliances upon restoration of the company's name or reviving the company under Section 252 of the Companies Act.

6. The Tribunal found the appeal maintainable and within the limitation period. Considering the unintentional nature of the lapses, the Tribunal partially allowed the appeal, directing the restoration of the company's name subject to various conditions and compliance requirements.

7. The conditions included restoring the company's status to 'Active,' filing pending statutory documents with prescribed fees, ensuring personal compliance, making a payment for revival costs, delivering a certified copy of the order, and publishing the order in the Official Gazette. The order was specific to the violations leading to the striking off and did not preclude further actions for other offenses.

8. The case was disposed of with the specified directions, and the Registry was instructed to provide copies of the order to all parties involved. Additionally, urgent certified copies were to be issued upon compliance with formalities.