2020 (10) TMI 691 - Tri - Companies Law

Restoration of name of the Company on the Register of Companies maintained by the Registrar of Companies - non-filing of Annual Returns and Balance Sheets before the ROC - Section 252(3) of the Companies Act, 2013 - HELD THAT - In the year 2011 Government of India planned to conduct the single All India Entrance Test for medical students from 2012 which encouraged the promoters of the company to start the company in this regard. In-between, in the matter of MEDICAL COUNCIL OF INDIA VERSUS CHRISTIAN MEDICAL COLLEGE VELLORE ORS. 2016 (4) TMI 1396 - SUPREME COURT the Association of Private Medical Colleges went to Hon'ble Supreme Court against the Central Government's Order and the verdict was given in favour of the Association of Private Medical Colleges because of which the Company had no option but to stop the business. However on 11.04.2016 the Hon'ble Supreme Court reversed their own judgment i.e. Medical Council of India Vs. Christian Medical College Vellore Ors. and allowed the Central Government to conduct the single Entrance Test for Medical students. Now, there seems to be bundle of opportunities for the Company due to revision in the decision by the Hon'ble Supreme Court. It is also stated that the petitioner Company is getting enquiries and also negotiating with its prospective clients regarding the possible projects, wherein the petitioner company is confident of getting projects and also considerable revenue from the same. It is further stated that the petitioner company has also finalised its financial statements Annual returns for the financial year end 2012 to 2018. The Applicant Company intends restart its business, and it would be proper to restore its name in the Register of Companies. Further, the Company has undertaken to file all the overdue Balance Sheets and Annual Returns for the periods of default, within 30 days of restoration - Company petition is allowed by directing the Registrar of Companies to restore the name of the Company in the Register of the Registrar of Companies, as if it was not struck off, subject however, to its making statutory compliances within a period of 30 days and payment of a cost of ₹ 25,000/-. Application allowed.

Summary

Issues:
Restoration of Company's name on the Register of Companies after strike-off.

Analysis:
1. The Company Petition was filed under Section 252(3) of the Companies Act, 2013, seeking restoration of the Company's name on the Register of Companies maintained by the Registrar of Companies, Karnataka. The Petitioner intended to revive the Company and comply with statutory requirements.

2. The Registrar of Companies had struck off the Company's name due to defaults in filing financial statements and Annual Returns for the financial years 2012 to 2017. The Petitioner, in response, expressed readiness to rectify these defaults and highlighted potential business opportunities.

3. The Registrar of Companies contended that the Company had not conducted any business since its incorporation and had not filed necessary documents. They argued against revival, citing lack of justifiable reasons and absence of business activities.

4. The Tribunal examined the provisions of Section 248 of the Companies Act, 2013, empowering the Registrar to strike off non-compliant companies. It noted the necessity for the Registrar to ensure provision for the Company's liabilities before striking off its name, a step seemingly overlooked in this case.

5. Considering the reasons provided by the Petitioner for non-compliance and the potential for business revival due to changed circumstances, the Tribunal was convinced of the Company's intention to restart operations. The Petitioner's commitment to filing overdue documents further supported the case for restoration.

6. Consequently, the Tribunal allowed the Company petition, directing the Registrar of Companies to restore the Company's name on the Register, subject to compliance with statutory requirements within 30 days and payment of a specified cost. The decision was based on the Company's genuine intent to resume business activities and rectify past defaults.

7. The Tribunal's order encompassed detailed directions for restoration, compliance, cost payment, publication, and future regulatory actions, ensuring transparency and accountability in the process. The decision aimed to facilitate the Company's revival while upholding legal standards and obligations.