2022 (6) TMI 58 - Tri - Companies Law

Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies - section 252 of Companies Act - HELD THAT - It is established on record that the company was carrying on the business and was operative at the time of the name struck off from the register of companies. Besides that, it is seen that the captioned appeal has been filed within the stipulated period prescribed under Section 252 of the Companies Act, 2013. Needless to say, that RoC, NCT of Delhi and Haryana have raised no specific objection against the restoration of name of the appellant-company subject to filing of statutory returns with the fees as prescribed. Moreover, nobody would be prejudiced by the restoration of the name of the appellant-company and the restoration of the name of the appellant company in the register is clearly in the interest of the Appellant Company. The lapses on the part of the management in non-filing of the annual returns and financial statements time can be countered by imposing cost. In order to achieve the most satisfactory and fairest solution, the restoration of the name of the appellant-company in the register of the RoC is in the interest of the appellant-company and its stakeholders. Although there is a delay in filing the annual returns as well as financial statements before RoC, however, the same can be compensated by way of requisite late filing fees. The filings of the balance sheet before the RoC were only inadvertent in nature and not willful. Accordingly, the impugned order dated 08.08.2018 passed by the RoC, NCT of Delhi and Haryana where by the name of the present appellant-company i.e., M/s. Genesis Industrial Solution Private Limited was struck-off from the register of Registrar of Companies is hereby set aside, subject to the cost of Rs. 1,00,000/- payable to the Prime Minister Care Fund and it is ordered that the appellant-company name stands restored to its original position, as if it had not been struck-off. Appeal allowed.

Summary

Issues:
- Restoration of company name in the Register maintained by the Registrar of Companies (RoC)
- Compliance with statutory requirements for restoration
- Just and equitable grounds for restoration

Analysis:

1. Restoration of Company Name:
The appeal was filed by "Genesis Industrial Solution Private Limited" under Section 252(3) of the Companies Act, 2013 for the restoration of its name in the RoC's Register. The company had failed to file its Financial Statements leading to its name being struck off by the RoC. The appellant admitted the oversight and provided evidence of its business operations and financial standing, including audited financial statements, bank statements, trial balance, and details of pending court cases affecting its business.

2. Compliance with Statutory Requirements:
The appellant-company acknowledged its failure to file necessary documents due to lack of professional guidance, without any mala fide intent. The Tribunal noted that the company was carrying out business operations and was operational at the time of the name being struck off. The RoC did not object to the restoration, subject to the filing of statutory returns with prescribed fees. The Tribunal found the restoration to be in the interest of the company and its stakeholders, imposing a cost of Rs. 1,00,000 payable to the Prime Minister Care Fund.

3. Just and Equitable Grounds for Restoration:
The Tribunal deemed the failure to file annual returns and financial statements as inadvertent and not willful. Despite the delay, the restoration was considered fair and satisfactory, with the company's name restored to its original position. The order to strike off the company's name was set aside, contingent upon fulfilling outstanding requirements and payment of late fees. The appeal was allowed with the specified terms, ensuring the restoration of the company's name in the RoC's Register.

In conclusion, the Tribunal's judgment favored the restoration of "Genesis Industrial Solution Private Limited" in the Register, emphasizing the company's business operations, lack of willful misconduct, and the overall interest of the company and its stakeholders. The decision highlighted the importance of compliance with statutory requirements while balancing the inadvertent nature of the lapses with appropriate penalties and restoration measures.