2020 (9) TMI 748 - Tri - Companies Law

Restoration of the name of the Company in the Register of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT - The true copy of Income Tax Returns for financial years 2013-14, 2014-15, 2015-16 and 2016-17 along with TAN Certificate have been found attached with the petition as Annexures A8 (colly), respectively - It could also be seen that the petitioner-company has maintained bank account with State Bank of India and the statement from 01.04.2015 to 31.03.2017 and another account maintained with Kotak Mahindra Bank ranging from 01.04.2015 to 31.03.2017 have been attached at Annexure A-9 of the petition. The petitioner-company has earned revenue in the financial year 2013-14 to 2016-17, therefore, it is just and equitable to restore the name of the petitioner-company into the Register of Companies, maintained by the ROC - the ingredients provided for in Section 252(3) of the Act, are satisfied. The name of the company is restored in the Register of Companies, subject to deposit of ₹ 20,000/- as costs with the Pay and Accounts Officer, Ministry of Corporate Affairs within a period of three weeks from the receipt of certified copy of this order - petition allowed.

Issues:
1. Restoration of the name of a company in the Register of Companies under Section 252(3) of the Companies Act, 2013 due to defaults in statutory compliances.
2. Consideration of whether the company was carrying on business or in operation at the time its name was struck off.
3. Compliance with statutory requirements for restoration and implications for the company and relevant authorities.

Issue 1: Restoration of Company's Name in Register of Companies
The petition was filed seeking restoration of the company's name in the Register of Companies under Section 252(3) of the Companies Act, 2013. The company, engaged in IT services and consultancy, had its name struck off due to defaults in filing financial statements and annual returns. The company had maintained necessary documentation and conducted board and general meetings regularly, but failed to complete statutory compliances. The ROC had struck off the company's name under Section 248(5) of the Act, leading to the petition for restoration.

Issue 2: Company's Business Operations at the Time of Strike Off
The crucial consideration was whether the company was carrying on business or in operation at the time its name was struck off. Financial data from 2013-14 to 2016-17 showed revenue generation, with sales, expenses, and profits reported annually. The company maintained bank accounts, filed income tax returns timely, and had tangible business activities during the period in question. The tribunal found that the company had earned revenue in the specified financial years, justifying the restoration of its name in the Register of Companies.

Issue 3: Compliance and Directions for Restoration
The tribunal allowed the petition, ordering the restoration of the company's name in the Register of Companies upon payment of costs. Specific directions were issued for compliance, including delivering a certified copy of the order to the ROC, payment of requisite fees for filings, depositing costs, filing pending financial statements and annual returns, and complying with Companies Act, 2013 requirements within a specified timeline. The ROC was authorized to take action for any delays, while the Income Tax Department was directed to act as per law for non-filing or belated filing of returns and recovery of outstanding demands.

In conclusion, the tribunal granted the petition for restoration based on the company's business activities and compliance with statutory requirements, outlining detailed directions for the company's reinstatement and ongoing obligations to ensure regulatory adherence and operational transparency.

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