2020 (10) TMI 127 - Tri - Companies Law

Restoration 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 - Having satisfied with the reasons as mentioned in the appeal and in the light of various provisions of Companies Act, 2013, the Tribunal is of the opinion that it would be just and equitable to order restoration of the name of the Company in the Register of Companies and that the shareholder of the Company is competent to file this appeal - The Registrar of Companies, the respondent herein, is ordered to restore the original status of the Appellant Company as if the name of the company has not been struck off from the Register of Companies and take all consequential actions like change of company s status from Strike off to Active (for e-filing), to restore and activate the DINs if applicable, to intimate the bankers about restoration of the name of the company so as to defreeze its accounts. Application allowed.

Summary

Issues: Restoration of Company Name in Register of Companies

Detailed Analysis:

1. Background: The appeal was filed under Section 252(3) of the Companies Act, 2013 by a private company seeking restoration of its name in the Register of Companies maintained by the Registrar of Companies, Kochi.

2. Company's Business: The main business of the appellant company, as per its Memorandum of Association, includes providing services in Web Information Technology, IT enabled services, Business Process Outsourcing, and trading of IT products.

3. Non-compliance and Reasons: The company failed to file its accounts and returns for the financial years 2013-14 to 2018-19 due to the departure of an employee responsible for filings and lack of knowledge about the Companies Act, 2013 provisions.

4. Disqualification and Deactivation: Both directors were disqualified by the Registrar of Companies, Kerala, and their DIN numbers were deactivated, hindering the filing of accounts and returns.

5. Registrar's Report: The Registrar of Companies initiated strike-off action against the company for non-compliance with filing requirements, leading to the company's name being struck off from the register.

6. Reasons for Strike-off: The strike-off was attributed to negligence and lack of due diligence by the directors in fulfilling statutory duties and responding to notices, violating Sections 92/137 of the Companies Act, 2013.

7. Tribunal's Consideration: The Tribunal reviewed the appellant's arguments, the ROC's report, the company's financial statements, and the Income Tax Return Acknowledgment for the Assessment Year 2019-20.

8. Legal Provision: Section 252(3) of the Companies Act, 2013 allows for the restoration of a company's name if it was carrying on business or if restoration is deemed just.

9. Tribunal's Decision: The Tribunal ordered the restoration of the company's name, directing the ROC to restore the company's status, activate DINs, and inform bankers to defreeze accounts. The company was given 30 days to file pending documents and pay a fine.

10. Compliance and Undertaking: Shareholders were required to submit an Undertaking regarding the company's financial transactions during demonetization, and the appellant had to ensure compliance with the order.

11. Restrictions and Publication: The company was prohibited from disposing of assets until compliance, and the ROC was directed to publish the order in the official gazette.

12. Future Actions: The order did not limit the respondent's power to take action against the company and its directors for late filings under the Companies Act, 2013.

This detailed analysis outlines the background, reasons for non-compliance, legal provisions, tribunal's decision, and post-restoration requirements as per the judgment of the National Company Law Tribunal, Kochi Bench.