2022 (6) TMI 993 - Tri - Companies Law

Seeking restoration of name of the company, in the Register of Companies being maintained by the Registrar of Companies - section 252(3) of the Companies Act - HELD THAT - The Petitioner was unaware of the notification regarding striking off the name of the company from the Registrar of the Respondent as no notice as required under Section 248 of the said Act, was given to the Company. The Petitioner came to know about the same only when the representative of the Company went to file the statutory documents as per the requirements of the Act and immediately the Directors of the petitioner company visited the Registrar of Companies, Guwahati and requested to change the status of the company from Strike Off to Active so that the statutory compliance can be made as per the requirements of the Act. But the Respondent expressed his helplessness to make any correction or modification in the master date and in accepting the Audited Accounts and Returns as the name of the Company has already been struck off from its record. Under Section 248 of the Companies Act, 2013 before striking off the name of the company from the register of the Respondent, notice is requested to be given to the company which in this case has not been done. The Respondent should be directed to restore the name of the company to the like and / or to the register of the respondent and the respondent be directed to rectify the master data by modifying the status from Strike Off to Active within the specific time as this Hon ble Tribunal may deem fit and proper - Application allowed.

Issues Involved:
1. Restoration of the company's name in the Register of Companies.
2. Compliance with statutory requirements for filing annual returns and balance sheets.
3. Validity of the ROC's action in striking off the company's name.
4. Financial and operational status of the company.
5. Legal procedures and notifications under Section 248 of the Companies Act.
6. Conditions for revival of the company.

Issue-Wise Detailed Analysis:

1. Restoration of the Company's Name in the Register of Companies:
The appellant sought the restoration of the name of Mangang Constructions Private Limited under Section 252(3) of the Companies Act, 2013. The Tribunal found the appeal maintainable and within the limitation period, as it was filed on 12.04.2022, shortly after the company's name was struck off on 08.02.2022. The Tribunal directed the Registrar of Companies (ROC) to restore the company's original status as if its name had not been struck off.

2. Compliance with Statutory Requirements for Filing Annual Returns and Balance Sheets:
The company had failed to file its statutory returns since the financial year 2016-17. The Tribunal acknowledged that the failure to file was unintentional and due to a lack of professional knowledge about compliance requirements. The Tribunal directed the company to file all pending statutory documents, including annual accounts and returns for the financial years 2016-17 onwards, along with the prescribed fees, additional fees, and fines.

3. Validity of the ROC's Action in Striking Off the Company's Name:
The ROC struck off the company's name under Section 248 of the Companies Act, 2013, for not carrying on business or operation for two immediately preceding financial years and for not applying for dormant status. The ROC followed the required procedures, including issuing notices and publishing the strike-off notice in newspapers and the official Gazette. However, the company contended that it did not receive the notice, which led to the unintentional non-compliance.

4. Financial and Operational Status of the Company:
The company demonstrated that it was active and operational, as evidenced by its balance sheets, profit and loss accounts, and bank statements. The company had been regularly filing income tax returns and maintaining an active bank account. The Tribunal found that the company was not defunct and was engaged in real estate business activities.

5. Legal Procedures and Notifications Under Section 248 of the Companies Act:
The company argued that it did not receive the notice required under Section 248(1) before the striking off. The ROC had issued notices and published the strike-off notice as per the legal requirements. The Tribunal noted that proper procedures were followed by the ROC but acknowledged the company's claim of not receiving the notice.

6. Conditions for Revival of the Company:
The Tribunal conditionally allowed the appeal, directing the company to comply with several conditions for revival:
- Filing all pending statutory documents with the prescribed fees.
- Payment of Rs. 30,000 as the cost for revival.
- Personal assurance from the company's representative for compliance.
- Delivery of a certified copy of the order to the ROC within thirty days.
- Publication of the order in the official Gazette by the ROC.

The Tribunal also clarified that the order was confined to the violations leading to the strike-off and did not preclude the ROC from taking action for any other violations committed by the company.

Conclusion:
The Tribunal partially allowed the appeal, directing the restoration of the company's name in the Register of Companies, subject to compliance with specified conditions. The Tribunal emphasized the importance of adhering to statutory requirements and acknowledged the company's operational status and unintentional non-compliance. The order aimed to balance the need for regulatory compliance with the company's right to continue its business activities.

← Previous Next →