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2020 (10) TMI 122 - Tri - Companies LawRestoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT - The ROC submitted that the action of striking off of the name of the Company was triggered due to negligence and lack of due diligence on the part of the directors of the Company for not discharging their statutory duties in filing the statutory returns within the due date stipulated under the Companies Act and also for not responding to the several periodical notices within the notice periods. Therefore, the action of strike off of the name of company is fully substantiated within the authority under the provisions of Section 248 of the Act and deserves the protection of this Tribunal. The Company is directed to file all the statutory document(s) along with prescribed fees/additional fee/fine as decided by Registrar of Companies within 30 days from the date on which its name is restored on the Register of Companies by the Registrar of Companies. The appellant is directed to submit a declaration from the Directors regarding the deposits made during the demonetization period with the Registrar of Companies - Application disposed off.
Issues:
1. Restoration of company name in Register of Companies under Companies Act, 2013 due to strike off. 2. Non-filing of financial statements and annual returns leading to strike off action. 3. Compliance with statutory duties by directors. 4. Tribunal's authority to order restoration of company name. 5. Cost implications and compliance requirements for restoration. Analysis: 1. The Company Appeal sought restoration of the company's name in the Register of Companies after being struck off under Section 248(5) of the Companies Act, 2013. The appellant company, engaged in skin care services, faced strike off due to non-filing of financial statements and annual returns for consecutive years, despite approval by shareholders at Annual General Meetings within prescribed timelines. 2. The Registrar of Companies (ROC) justified the strike off action citing violations of Sections 92/137 of the Companies Act, 2013, and meticulous adherence to due process. Despite multiple notices and publications, the company failed to respond or rectify the non-compliance, leading to the final strike off in October 2019. The ROC attributed negligence and lack of diligence on the part of directors for the company's strike off. 3. The Tribunal, after considering arguments and reports, found merit in the appeal and ordered restoration of the company's name in the Register of Companies. The directive included filing of statutory documents with prescribed fees within 30 days, along with a declaration regarding demonetization period deposits. Additionally, a cost of ?50,000 was imposed for compliance, emphasizing the importance of timely and complete adherence to statutory requirements. 4. Notably, the Tribunal's order specified that restoration did not extend to reactivating disqualified directors' DINs. However, the Registrar was directed to allow filing of Annual Returns and Financial Statements for restoration purposes. The company's representative was tasked with ensuring compliance with the order, with non-compliance risking lapse of the restoration directive. 5. The Tribunal's order emphasized publication in the official gazette post-compliance, with a reminder that the restoration order did not shield the company from further legal actions for any prior or ongoing violations. The judgment, dated September 23, 2020, concluded the disposal of Company Appeal No. CA/50/KOB/2020, outlining detailed compliance requirements and consequences for non-adherence.
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