2020 (9) TMI 849 - Tri - Companies Law

Restoration of the name of the company to the Register of Companies maintained by the Registrar of Companies, Maharashtra, Mumbai - section 252(3) of the Companies Act, 2013 - HELD THAT - The Bench has observed that the company has assets and liabilities in its Books of Accounts during the immediately preceding two years from the date of striking off of its name by the Registrar of Companies. Besides, the petitioner company is in the business of real estate, and has taken advances from customers for its projects. Therefore, it would be just, equitable and in the interest of justice to provide an opportunity to the company to rectify its defaults and continue the business, so that the interests of its customers are not adversely affected. The prayer sought by the Petitioner company deserves to be allowed - Petition seeking restoration of the Company s name in the register of companies maintained by the Registrar of Companies, Maharashtra, Mumbai is allowed.

Summary

Issues:
1. Restoration of company name in the Register of Companies after being struck off.
2. Failure to file Financial Statements and Annual Returns leading to company dissolution.
3. Petitioner's submission of audited accounts and Income Tax Returns.
4. Company's registration under RERA Act and ongoing construction project details.
5. Observations on company's assets and liabilities from the Financial Statements.
6. Decision on restoration of company name and terms for compliance.

Analysis:
1. The Company Petition sought restoration of the company's name in the Register of Companies as it was struck off due to defaults in statutory compliances, including failure to file Financial Statements and Annual Returns as per the Companies Act, 2013.
2. The Petitioner Company submitted that the defaults were due to inadvertence and provided audited accounts, Balance Sheets, Annual Returns, and Income Tax Returns for the relevant financial years to support their case.
3. Additionally, the Petitioner highlighted its registration under the RERA Act and provided details of an ongoing construction project, emphasizing its business activities and engagements.
4. The Tribunal noted that the company's name was struck off for non-compliance for over two years, indicating a lack of business activity. However, upon reviewing the Financial Statements, it was evident that the company had assets, liabilities, and ongoing projects, justifying the need for restoration to protect the interests of stakeholders.
5. Considering the submissions, the Tribunal found it just and equitable to grant the restoration, directing the Respondent to restore the company's name upon payment of a specified cost to the PM-CARES Fund and compliance with pending filings within a stipulated timeframe.
6. The Tribunal outlined the terms for restoration, including the payment of costs, filing of pending documents, and subsequent communication to unfreeze the company's accounts upon compliance, ensuring continuity of business operations and safeguarding stakeholders' interests.