2021 (1) TMI 189 - Tri - Companies Law

Restoration of name of the company in the register of companies, maintained by the Registrar of Companies, Kochi - whether the company was, at the time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored in the Register of Companies? - section 252 of the Companies Act, 2013 - HELD THAT - In view of the documents on record and the submissions made by the learned counsel for the appellant, it is held that despite of the fact that the company has no revenue from operations since 2001, the company has the ownership of property registered as Documents in view of the invalidation of Sale Deed. Now, the company has acquired this property and can utilize it to carry on its business activities. The company has been able to show that they owns the property during 2017 when its name being struck off from the Register of Companies. As per the report made on behalf of the RoC, no objection to the restoration of the name of the company, has been raised. 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 - Application allowed subject to conditions imposed.

Summary

Issues:
1. Restoration of company name in the register of companies under section 252 of the Companies Act, 2013.

Analysis:
The appellant, a Shareholder and Director of a company, filed an appeal seeking restoration of the company's name in the register of companies. The company had been struck off by the Registrar of Companies without following due procedure, leading to a violation of natural justice principles.

The appellant argued that the company's name was struck off due to negligence and lack of diligence by its directors in filing statutory returns. However, the appellant expressed readiness to file pending tax returns and complete compliance once the company is restored.

The appellant highlighted that the company, having regained possession of its property, intended to resume its plantation business and commercial activities. The appellant also emphasized the company's inability to benefit from a court order due to the invalidated sale deed, necessitating the company's reactivation.

The Registrar of Companies justified the strike off, citing non-compliance with filing requirements from 2003 to 2016. The RoC contended that due process was followed, including issuing notices to the company and its directors before the strike off.

The Tribunal considered the appellant's arguments and evidence, noting the company's ownership of property crucial for business activities. The Tribunal found merit in the appellant's plea for restoration and ordered the company to file necessary documents and pay prescribed fees within a specified period.

The Tribunal directed the appellant to pay a fine, submit declarations, and ensure compliance with the restoration order. The Tribunal also addressed the issue of disqualified directors and emphasized the restoration process for annual returns and financial statements.

The Tribunal's order included provisions for publication in the official gazette and specified that it pertained only to the violations leading to the strike off. The Tribunal directed the appellant to explore the Companies Fresh Start Scheme post-revival.

In conclusion, the Tribunal disposed of the company appeal, allowing for restoration of the company's name in the register of companies subject to compliance with specified requirements and directives.