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2020 (12) TMI 1088 - Tri - Companies LawRestoration of name of the Petitioners Company - section 252(3) of the Companies Act, 2013 R/w Rule 87A of the NCLT Rules, 2016 - HELD THAT - Tribunal has to take into consideration the bona fide contentions of Petitioner seeking to restore the name of Company, by taking a lenient view of the issue in the interest of justice and ease of doing business, instead of rigidly interpreting the law on the issue. It is also not in dispute that the instant Company Petition is filed in accordance with law; there are no investigations pending against the Company; the Respondent has not opposed the Petition; and left the issue to the Tribunal to consider the case subject to terms and conditions. The Company is a going concern and striking of its name would adversely affect the business as well as various stakeholders and employees. Its Directors have lent unsecured loan to the Company and the Company Bank account is seized which is affecting its business operations. No prejudice would be caused to any party if the Company's name is restored, as prayed. The Shareholders of the Company have undertaken to file all the returns, statements and documents that are required under the Companies Act, 2013 within the prescribed time. Therefore, in the interest of justice would be met if the name of Company is restored as prayed for, however, subject to conditions mentioned below. The Registrar of Companies, Karnataka, the Respondent herein, is ordered to restore the name of the Company in the Register maintained by the Registrar of Companies, Karnataka as if its name had not been struck off from the rolls of the Register, with restoration of all consequential action taken by Registrar of Companies, which includes restoration of DINs of its Directors - application allowed.
Issues:
Restoration of Company's name on Register maintained by ROC. Analysis: The case involves a Company Petition seeking restoration of the name of a private limited company that was struck off by the Registrar of Companies (ROC) due to non-filing of annual forms. The petitioner, a Director and Shareholder of the company, filed the petition under Section 252(3) of the Companies Act, 2013. The company had been operational since its incorporation in 2008 but failed to file necessary e-Forms on the MCA portal for the financial years 2016-17 to 2018-19, leading to its name being struck off. The ROC issued notices and eventually struck off the company's name, affecting its business operations and stakeholders. The ROC, in its counter affidavit, did not oppose the restoration of the company's name, subject to payment of costs and compliance with pending statutory returns. The petitioner's representative argued that the non-filing of annual returns was unintentional, and the company had prepared audited financial statements but could not file them due to the strike-off. The Tribunal considered the provisions of Section 248 of the Companies Act, 2013, which empower the ROC to strike off companies for non-compliance. Despite the legality of the ROC's action, the Tribunal took a lenient view, considering the company's bona fide contentions and the impact of the strike-off on its business and stakeholders. The Tribunal noted that the company was a going concern with no pending investigations, the ROC did not oppose the petition, and the restoration would not prejudice any party. The Tribunal, in the interest of justice and ease of doing business, directed the ROC to restore the company's name on the register, subject to specified conditions. The Tribunal ordered the company to file all necessary statutory documents with prescribed fees within 30 days of restoration, pay a specified cost, and resume business operations promptly. The order emphasized compliance with the directions and publication in the official Gazette. It clarified that the restoration order was limited to the violations leading to the strike-off and would not prevent the ROC from taking further actions for any other violations committed by the company. The judgment aimed to balance legal compliance with practical considerations for the benefit of the company and its stakeholders.
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