2022 (10) TMI 98 - Tri - Companies Law

Seeking restoration of name of the company in the Register of Companies being maintained by the Registrar of Companies, NER, Guwahati, Assam (ROC) - Section 252 of Companies Act - HELD THAT - The petitioner has contended in the present petition that the company has been active since its incorporation. The failure on the part of the company to file the financial statements was unintentional and not deliberate. However due to such reason the ROC, Guwahati Struck off the name of the Company. It would be just and equitable to revive the name of the company, KONGBAM CONSTRUCTION PRIVATE LIMITED in the statutory register as being maintained by the Registrar of Companies, Guwahati. Application allowed.

Issues: Restoration of Company Name in Register of Companies

1. Restoration of Name of Company:
The appellant sought restoration of the company's name in the Register of Companies maintained by the Registrar of Companies, NER, Guwahati, due to being struck off for non-compliance with statutory requirements.

2. Relief Sought by Appellant:
The appellant, a shareholder of the company, requested the restoration of the company's name, modification of company status to "Active," activation of DIN of directors, and filing of pending financial documents.

3. Background of the Company:
Kongbam Construction Pvt. Ltd. was incorporated under the Companies Act, 2013, with authorized share capital of Rs. 1,00,000 and engaged in the business of manufacturing building materials. The company was managed by specific directors.

4. Reasons for Non-Compliance:
The failure to file financial statements was attributed to inadvertent mistakes and lack of knowledge, leading to the company's name being struck off by the Registrar of Companies.

5. Company's Operations and Compliance:
The company was operational, audited its accounts annually, held AGMs, paid salaries, had outstanding loans, and was actively conducting business, emphasizing the importance of restoring its name for stakeholders' interests.

6. Respondent's Position:
The Registrar of Companies contended that restoration could only occur if the company was in operation at the time of striking off, highlighting the statutory provisions and procedures followed for striking off the company's name.

7. Tribunal's Decision:
After considering the merits and representations, the Tribunal found the appeal maintainable and filed within the limitation period. It concluded that restoring the company's name was just and equitable, subject to specified conditions.

8. Conditions for Restoration:
The Tribunal directed the restoration of the company's name, filing of pending statutory documents, payment of prescribed fees, compliance with the order, and publication of the order in the Official Gazette.

9. Compliance and Future Actions:
The order emphasized that restoration was limited to the violations leading to the striking off and did not preclude further actions for other violations. The case was disposed of with specific directions for compliance.

10. Conclusion:
The Tribunal's decision allowed the restoration of the company's name, provided conditions were met, ensuring stakeholders' interests were safeguarded and legal compliance was maintained.

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