2022 (7) TMI 929 - Tri - Companies Law

Seeking restoration of name of the struck off company in the Register of Companies, maintained in the office of the Registrar of Companies, Punjab and Chandigarh - Section 252(3) of the Companies Act, 2013 - HELD THAT - On a perusal of the report of Registrar of Companies, Punjab and Chandigarh, the audited accounts submitted by the petitioner company, and other documents placed on record, this bench holds that it would be just, equitable and fair in the interest of justice to provide an opportunity to the company to rectify its defaults and continue the business. The Registrar of Companies, Punjab and Chandigarh, 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' - Petition allowed.

Issues:
1. Restoration of name of struck off company in the Register of Companies under Section 252(3) of the Companies Act, 2013.
2. Failure to submit Financial Statements and Annual Returns for the period 2008-2009 to 2019-2020.
3. Unfairness to the company and creditors due to striking off the company's name.
4. Compliance with statutory requirements for restoration.
5. Confirmation of company's business operations and absence of illegal activities.
6. Tribunal's decision on restoration and related directions.

Issue 1: Restoration of name of struck off company
The Company Petition filed under Section 252(3) of the Companies Act, 2013 sought restoration of the company's name in the Register of Companies. The company was struck off on 11.09.2018, and the petition highlighted the inadvertent failure to submit Financial Statements and Annual Returns, leading to the striking off.

Issue 2: Failure to submit Financial Statements and Annual Returns
The company had not submitted Financial Statements and Annual Returns for the period 2008-2009 to 2019-2020. Audited Balance Sheets for the period 31.03.2018 to 31.03.2020 were attached to the petition as evidence of compliance.

Issue 3: Unfairness to the company and creditors
The petitioner argued that the company's name being struck off unfairly affected the company and its creditors due to the failure to file necessary documents with the Registrar of Companies, despite the company being in operation.

Issue 4: Compliance with statutory requirements for restoration
Notices were issued to the Registrar of Companies, Punjab and Chandigarh, and the Income Tax Department. The Registrar highlighted the need for the company to file all pending documents, dues, annual returns, and balance sheets with prescribed fees for restoration.

Issue 5: Confirmation of company's business operations and absence of illegal activities
Reports from the Income Tax Department confirmed no outstanding demands or illegal activities by the company. The company affirmed its continuous business operations since incorporation, and compliance affidavits were submitted to support this claim.

Issue 6: Tribunal's decision on restoration and related directions
After considering submissions and reports, the Tribunal deemed it just and fair to provide an opportunity for the company to rectify defaults and continue its business. The Tribunal, under Section 252 of the Companies Act, 2013, allowed the petition with specific directions for restoration, filing of pending documents, defreezing of accounts, compliance with tax obligations, publication of the order, and payment of costs.

This comprehensive analysis covers the key issues addressed in the judgment, detailing the grounds for restoration, compliance requirements, confirmation of business operations, and the Tribunal's final decision with specific directions for the parties involved.

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