2020 (10) TMI 177 - Tri - Companies Law

Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - non-filing of financial statement and annual returns from the year 2013 onwards - Section 252(1) of the Companies Act, 2013 - HELD THAT - Having satisfied with the reasons as mentioned in the appeal, the Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies. The Company is directed to file all 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:
- Restoration of company name in Register of Companies after strike off due to non-filing of financial statements and annual returns
- Compliance with Companies Act, 2013 regarding filing of statutory returns
- Negligence and lack of due diligence on part of directors leading to strike off
- Tribunal's decision on restoration and compliance requirements

Analysis:
1. Restoration of Company Name: The appeal was filed under Section 252(1) of the Companies Act, 2013 seeking restoration of the company's name in the Register of Companies. The appellant company, involved in real estate business, failed to file financial statements and annual returns from 2013 onwards, leading to its strike off under Section 248(5) of the Act.

2. Compliance with Companies Act: The appellant admitted the inadvertent failure to file annual returns, despite conducting Annual General Meetings and maintaining required documentation. The appellant expressed willingness to file pending returns along with fees upon restoration order. The Registrar of Companies (ROC) confirmed the company's default in filing statutory returns since 2012, violating Sections 92/137 of the Act.

3. Negligence of Directors: The ROC attributed the strike off to the directors' negligence and lack of due diligence in fulfilling statutory duties. Despite issuing notices and following due process, the directors failed to respond, leading to the company's strike off. The ROC argued that the strike off was justified under Section 248 of the Act.

4. Tribunal's Decision: After considering arguments and ROC's report, the Tribunal ordered the restoration of the company's name in the Register of Companies. The company was directed to file all statutory documents with fees within 30 days of restoration, along with a declaration on demonetization period deposits. Additionally, a fine of ?50,000 was imposed, and compliance with the order was mandated for the company's representative.

5. Further Directions: The Tribunal clarified that if directors were disqualified, their DINs could not be reactivated. However, the company was allowed to file annual returns and financial statements for restoration. The Registrar of Companies was instructed to publish the order in the official gazette upon compliance.

6. Conclusion: The Tribunal's order focused on rectifying the specific violations leading to the strike off, while allowing the ROC to take legal actions for any other offenses committed by the company. The judgment emphasized compliance with statutory requirements and the restoration of the company's name in the Register of Companies.

← Previous Next →